UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
EQUITY ONE, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
690113105
(CUSIP Number)
Steven J. Glusband
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 4, 2000
(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 will 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 will 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 will 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 will be subject to all other provisions of the Act (however, see the Notes).
-1-
<PAGE>
CUSIP No. 294752100
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Wertheim
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not yet determined
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 shares of Common Stock
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,950,000* shares of Common Stock
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Common Stock
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,950,000* shares of Common Stock
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000* shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
________________________________________________________________________________
* Includes 1,025,000 shares of Common Stock issuable upon the exercise of
warrants.
-2-
<PAGE>
CUSIP No. 294752100
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Moshe Wertheim
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not yet determined
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 shares of Common Stock
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,950,000* shares of Common Stock
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Common Stock
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,950,000* shares of Common Stock
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000* shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
________________________________________________________________________________
* Includes 1,025,000 shares of Common Stock issuable upon the exercise of
warrants.
-3-
<PAGE>
CUSIP No. 294752100
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aviram Wertheim
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not yet determined
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 shares of Common Stock
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,950,000* shares of Common Stock
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Common Stock
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,950,000* shares of Common Stock
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000* shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
________________________________________________________________________________
* Includes 1,025,000 shares of Common Stock issuable upon the exercise of
warrants.
-4-
<PAGE>
CUSIP No. 294752100
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nathan Hetz
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not yet determined
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 shares of Common Stock
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,950,000* shares of Common Stock
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Common Stock
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,950,000* shares of Common Stock
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000* shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
________________________________________________________________________________
* Includes 1,025,000 shares of Common Stock issuable upon the exercise of
warrants.
-5-
<PAGE>
CUSIP No. 294752100
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Klara Hetz
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not yet determined
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 shares of Common Stock
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,950,000* shares of Common Stock
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Common Stock
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,950,000* shares of Common Stock
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000* shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
________________________________________________________________________________
* Includes 1,025,000 shares of Common Stock issuable upon the exercise of
warrants.
-6-
<PAGE>
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the shares of common stock, $0.01
par value (the "Common Stock"), of Equity One, Inc., a Maryland corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 1696 N.
E. Miami Gardens Drive, N. Miami Beach, Florida 33179.
Item 2. Identity and Background
This Statement is being filed by David Wertheim, his father, Moshe
Wertheim, his cousin, Aviram Wertheim (together, the "Wertheim Family Members"),
Nathan Hetz and his spouse Klara Hetz.
Mr. David Wertheim, a citizen of the State of Israel, is Co-Managing
Director of M. Wertheim (Holdings) Ltd. ("Wertheim Holdings"), an Israeli
holding company owned by him (50.01%) and other members of the Wertheim family
(44.99%). Wertheim Holdings owns equity interests in several companies engaged
in real estate, high tech and finance. The principal business and office address
of Wertheim Holdings is 35 Jabotinsky Street, Ramat Gan, Israel. Mr. David
Wertheim is a director of Alony Hetz Properties & Investments, Ltd. ("AHPI"),
whose shares trade on the Tel Aviv Stock Exchange (the "TASE") Wertheim Holdings
and its affiliates and other private companies. Mr. David Wertheim's residence
address is 49 Sheshet Hayamim Street, Ramat Hasharon, Israel.
Mr. Moshe Wertheim, a citizen of the State of Israel, is President and one
of the principal shareholders of The Central Bottling Co. Ltd. ("Central
Bottling"), an Israeli company that is Coca Cola's franchisee in Israel. The
principal business and office address of Central Bottling is 129 Kahanman
Street, Bnei Brak, Israel. Mr. Moshe Wertheim is also one of the main
shareholders of Hamizrahi Bank Ltd., Israel's fourth largest bank, and
beneficially owns (together with his spouse) a 9.0% interest in Wertheim
Holdings. Mr. Moshe Wertheim serves as a director on the board of directors of
Bank Hamizrahi Ltd. and AHPI, both of which companies are listed on TASE. Mr.
Moshe Wertheim also serves as a director of Central Bottling, Wertheim Holdings
and certain affiliates of such companies. Mr. Moshe Wertheim's residence address
is 41 Hasaifan Street, Ramat Hasharon, Israel.
Mr. Aviram Wertheim, a citizen of the State of Israel, is Chairman of the
board of directors of Bank Hamizrahi Ltd., and AHPI, an Israeli holding company
that owns equity interests in real estate companies located mostly in Israel and
the U.K. The principal business and office addresses of Bank Hamizrahi and AHPI
are 13 Rothschild Boulevard, Tel Aviv, Israel and Yahalom Building, 3a
Jabotinsky Street, Ramat Gan 52520, Israel,
-7-
<PAGE>
respectively. Mr. Aviram Wertheim is also Co-Managing Director of Wertheim
Holdings, an Israeli holding company owned by him (15%) and other members of the
Wertheim family (85%). Wertheim Holdings owns equity interest in several
companies whose interests include real estate, high tech and finance. The
principal business and office address of Wertheim Holdings is 35 Jabotinsky
Street, Ramat Gan, Israel. Mr. Aviram Wertheim serves as a director on the board
of directors of B.O.S. Better Online Solutions Ltd., whose shares trade on the
Nasdaq National Market, and of AHPI, Bank Hamizrahi Ltd., Tefahot Mortgage Bank
of Israel Ltd., Zikit Properties & Development (1956) Ltd. and Computer Direct
Ltd., all of which companies are listed on TASE, and of certain subsidiaries of
such companies. Mr. Aviram Wertheim's residence address is 8 Hatarbout Street,
Ramat Hasharon, Israel.
Mr. Hetz, a citizen of the State of Israel, is Chief Executive Officer of
AHPI, (see above). Mr. Hetz is also the Managing Director of Natkal Management
and Holdings (1998) Ltd. ("Natkal Management"), an Israeli holding company,
whose main investment is its ownership interest in AHPI and that is controlled
by Mr. Hetz (50%) and Mrs. Hetz (50%). The principal business and office address
of Natkal Management is c/o Klara and Nathan Hetz, 5 Litvinsky Street, Ramat Gan
Israel. Mr. Hetz serves as Chairman of the board of directors of Computer Direct
Systems Ltd. and as a director on the board of directors of Bank Hamizrahi Ltd.,
Zikit Properties & Development (1956) Ltd., Computer Direct Ltd. and HAPI, all
of which companies are listed on TASE. He is also a director of Natkal
Management, subsidiaries of AHPI and other private companies. The residence
address of Mr. Hetz is 5 Litvinsky Street, Ramat Gan Israel.
Mrs. Hetz, a citizen of the State of Israel, is a homemaker. Mrs. Hetz
serves as a director on the board of directors of Natkal Management and other
family owned companies. Mrs. Hetz's residence address is 5 Litvinsky Street,
Ramat Gan Israel.
AHPI is controlled by Wertheim Holdings (28.1%)(1) and Natkal Management
(27.7%) pursuant to a shareholders agreement entered into by these parties and
dated October 31, 1996 (the "Shareholders Agreement"). The ownership interests
in AHPI reflect a private offering that will be completed on October 30, 2000.
Under the Shareholders Agreement, the parties agreed to vote at AHPI's general
meetings of shareholders in a manner to be decided upon at preliminary meetings
that will be held by the parties before such general meetings. The parties
further granted each other a right of first refusal in the event either party
reduces or intends to reduce its shareholdings in AHPI to 6,000,000 or less
shares and proposes to sell any of such shares to a third party. The term of the
Shareholders Agreement is ten years
----------
(1) Following a private offering that will be effected on October 30, 2000.
-8-
<PAGE>
or for as long as one of the parties holds 5% of the issued and outstanding
share capital of AHPI on a fully diluted basis. Upon consummation of the
transaction detailed in Item 4 below, AHPI will beneficially own, through a
wholly owned entity, a 13.95% interest (19.9% interest in the event certain
warrants to purchase 1,025,000 shares as detailed below are exercised) in the
Issuer.
During the last five years, none of the Wertheim Family Members, Mr. Hetz
or Mrs. Hetz 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 either of them 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.
Item 3. Source and Amount of Funds or Other Consideration
The purchase price to be paid for the acquisition of 1,000,000 shares of
Common Stock of the Issuer by AHPI in a private transaction is $10,875,000
($10.875 per share). The purchase price that will be paid for the acquisition of
925,000 shares of Common Stock of the Issuer by AHPI in a private transaction
will be $10,059,375 ($10.875 per share), subject to certain adjustments (the
1,000,000 shares and the 925,000 shares are collectively referred to as the
"Shares"). The exercise price of the warrants to purchase 1,025,000 shares of
Common Stock, which will be issued by the Issuer to AHPI, is $10.875, subject to
certain adjustments.
It is anticipated that all or part of the consideration for the purchase of
the Shares will be funded from the working capital of AHPI and the proceeds of a
bank loan and it is likely, although no definitive plans have yet been made,
that the proceeds for the purchase of the 1,025,000 shares issuable upon the
exercise of the warrants will also be funded in the same manner. However no such
loan has been secured as of the date of the filing of this Statement.
Item 4. Purpose of Transaction
Pursuant to a Subscription Agreement dated October 4, 2000 (the
"Subscription Agreement"), AHPI or its wholly owned entity agreed to purchase
from the Issuer in a private transaction 1,000,000 shares of Common Stock for
$10.875 per share at a closing that will take place not later than November 17,
2000 (the "Initial Closing") and an additional 925,000 shares of Common Stock
for $10.875 per share (subject to certain adjustments) within nine months of the
Initial Closing. In addition, the Issuer agreed to issue to AHPI warrants to
purchase 1,025,000 shares of Common Stock at an exercise price of $10.875 per
share (subject to certain adjustments). Of such warrants, warrants to purchase
375,000 shares will be exercisable until December 31, 2001 and warrants to
purchase 650,000 shares will be exercisable until December 31, 2002, provided
that each exercise will be made only within the 30-50 day period following the
end of each calendar quarter and the exercise date does not occur on or after
the second business day following the Issuer's release of its quarterly or
annual financial results. Copies of the Subscription Agreement and the Warrant
Agreement for the Purchase of Shares of Common Stock dated October 4, 2000 (the
"Warrant Agreement") are being filed herewith as Exhibits 2 and 3, respectively,
to this Statement on Schedule 13D and are hereby incorporated by reference.
-9-
<PAGE>
All the Shares to be purchased by AHPI as well as the shares issuable upon
the exercise of the warrants will be purchased for investment purposes. The
contemplated equity investment in AHPI is a result of the determination of the
management of AHPI to acquire real estate investments in North America in
addition to its investments in Israel and the U.K.
Pursuant to the terms of a Stockholders Agreement dated October 4, 2000
(the "Stockholders Agreement") by and among (i) the Issuer, (ii) AHPI or its
wholly owned entity, and (iii) Gazit-Globe (1982) Ltd., M.G.N. (USA), Inc. and
Gazit (1995), Inc. (the "Gazit-Globe Group"), AHPI has a right to designate two
directors to the Issuer's Board of Directors no later than the earlier of (i)
the Initial Closing date or (ii) the first meeting of the Issuer's Board of
Directors to take place after the execution of the Subscription Agreement.
Each member of the Gazit-Globe Group agreed, during the term of the
Stockholders Agreement, to vote all of its voting securities of the Issuer and
to take all other necessary actions within its control so that designees of AHPI
are elected to the Board of Directors of the Issuer pursuant to the following
conditions:
(i) if AHPI owns at least 2,300,000 shares of the Issuer as of December 31,
2001 and 2,950,000 shares as of December 31, 2002, and all the shares held by
AHPI (directly or indirectly) represent at least 20% of the aggregate number of
shares held (directly or indirectly) by AHPI and the Gazit-Globe Group, and such
aggregate amount represents not less than 50% of the total outstanding voting
capital stock of the Issuer, AHPI may designate the greater of two nominees or
such number of nominees as will constitute 20% of the Board of Directors of the
Issuer to the Board of Directors;
(ii) if certain conditions are not met at any time after each applicable
date, and such failure is not remedied within 60 days of the date upon which the
condition is no longer met (the "Cure Period"), but AHPI owns (directly or
indirectly) the greater of (i) 5% of the Issuer's total outstanding voting
capital stock on a fully-diluted basis, and (ii) 1,000,000 shares, AHPI will
then become entitled to only designate one nominee to the Board of Directors of
the Issuer and will promptly cause one of its directors to submit its
resignation to the Issuer.
To the extent AHPI loses the right to designate a director by failing to
meet the ownership requirements set forth above (and not remedying the same
within the Cure Period), AHPI will irrevocably lose the right to designate a
director for such position notwithstanding its later acquiring a sufficient
interest to meet the ownership requirements.
To the extent AHPI has the right to designate two directors pursuant to the
above conditions, at least one such person will be a resident or citizen of the
United States and not an affiliate of AHPI, the Gazit Group or the Issuer.
The parties further agreed that for any period during which AHPI owns
beneficially and/or of record, 20% or more of the outstanding shares of Common
Stock and the Gazit-Globe
-10-
<PAGE>
Group holds a majority interest in the Issuer, AHPI may not, without the prior
written consent of the Issuer's Board of Directors:
(i) directly or indirectly seek, or permit any person over whom or which
AHPI has control (a "Controlled Person") to seek or encourage or assist any
associate, partner or affiliate of AHPI to seek representation on the Board of
Directors of the Issuer or otherwise seek to participate in or influence the
Issuer's management, management decisions, operating policies, or governing
corporate instruments;
(ii) instigate or join in any attempt to change the Issuer's management,
management decisions, operating policies, governing corporate instruments or
conduct of its business and affairs;
(iii) solicit or permit any Controlled Person to solicit, or encourage or
assist any associate, partner or affiliate of AHPI to solicit proxies with
respect to any shares of Common Stock or other securities of the Issuer entitled
to vote generally for the election of directors or otherwise ("Voting
Securities") under any circumstance, or become a "participant", or permit any
Controlled Person, or encourage or assist any associate, partner or affiliate of
AHPI to become a "participant", in any "election contest" relating to the
election of directors of the Issuer, changes in governing corporate instruments
or otherwise (as such terms are used in Rule 14a-11 of Regulation 14A under the
Securities Act of 1933, as amended);
(iv) deposit, or permit any Controlled Person, or encourage or assist any
associate, partner or affiliate of AHPI to deposit, any Voting Securities in a
voting trust or similar arrangement, or subject or permit any Controlled Person,
or encourage or assist any associate, partner or affiliate of AHPI to subject
any Voting Securities to a voting or similar agreement;
(v) take any action alone or in concert with any other person to acquire or
affect the control of the Issuer or, directly or indirectly, participate in, or
encourage the formation of, any group seeking to obtain or take control of the
Issuer; or
(vi) directly or indirectly seek to influence any of the Issuer's
contractual relationships, whether orally, in writing or otherwise (including,
without limitation, the Issuer's contractual relationships with its auditors,
its investment bankers and its lenders).
A copy of the Stockholders Agreement is being filed herewith as Exhibit 4
to this Statement on Schedule 13D.
Apart from the foregoing, none of the Wertheim Family Members, Mr. Hetz or
Mrs. Hetz has any plan or proposal, directly or through their controlling
beneficial interest in Wertheim Holdings or Natkal Management, respectively, or
AHPI (or in his or her capacity as a director of Wertheim Holdings or Natkal
Management and AHPI) currently does not have any plan or proposal, directly or
indirectly, which relates to or would result in:
-11-
<PAGE>
(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.
Item 5. Interest in Securities of the Issuer
(a) and (b) Upon the consummation of the transaction, each of Messrs. David
Wertheim, Moshe Wertheim, Aviram Wertheim and Hetz and Mrs. Hetz will be the
indirect beneficial owner of 1,925,000 shares of Common Stock, or approximately
13.95% of the 13,798,301 shares of Common Stock of the Issuer to be issued and
outstanding following the transaction. Upon the exercise of the warrants into
1,025,000 shares of Common Stock, each of Messrs. David Wertheim, Moshe
Wertheim, Aviram Wertheim and Hetz and Mrs. Hetz will be the indirect beneficial
owner of 2,950,000 shares of Common Stock, or approximately 19.90% of the
14,823,301 shares of Common Stock of the Issuer to be issued and outstanding
following the exercise of the warrants. It is currently contemplated that all
the Shares and the shares issuable upon the exercise of the warrants will be
held of record by AHPI or its wholly owned entity. AHPI is a corporation that is
55.8% controlled by Wertheim Holdings and Natkal Management pursuant to the
provisions of the Shareholders Agreement pertaining to the voting of their
shares of AHPI. Each of the
-12-
<PAGE>
Wertheim Family Members, Mr. Hetz and Mrs. Hetz will share voting and
dispositive power with each other with respect to all such shares.
(c) Except for the private transaction described in Item 4 above, the
Wertheim Family Members, Mr. Hetz and Mrs. Hetz have not effected, directly or
indirectly (through Wertheim Holdings, Natkal Management or AHPI) any
transactions in the shares of Common Stock of the Issuer during the sixty (60)
days prior to the filing of this Statement on Schedule 13D.
(d) As of the date of the filing of this Statement, no person other than
AHPI, directly, and Wertheim Holdings, Natkal Management, the Wertheim Family
Members, Mr. Hetz and Mrs. Hetz, indirectly, will have 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
The description of the contemplated purchase of the securities of the
Issuer pursuant to the Subscription Agreement and the Warrant Agreement set
forth in Item 4 of this Statement is hereby incorporated by reference in this
Item 6.
The disclosure with respect to the designation of directors by AHPI to the
Issuer's Board of Directors and the undertaking of the Gazit-Globe Group with
respect to voting its shares of the Issuer and the restriction on certain
actions set forth in Item 4 of this Statement is hereby incorporated by
reference in this Item 6.
Pursuant to the Subscription Agreement, AHPI was granted three demand
registration rights and unlimited piggyback registration rights with respect to
the Shares and the 1,025,000 shares issuable upon the exercise of the warrants.
Such registration rights may be only exercised after the passage of 24 months
following the Initial Closing. The registration rights of AHPI are set forth in
greater detail in Section 5 of the Subscription Agreement and are hereby
incorporated by reference in this Item 6.
AHPI is also subject to certain drag along rights in the event the
Gazit-Globe Group intends to sell all of its shares of the Issuer in a bona fide
arm's length transaction with a third party, other than an open-market
transaction, at a price per share equal to or greater than $16.3125 (subject to
certain adjustments), provided that at such time the ownership interest of the
Gazit-Globe Group in the Issuer will be equal to or greater than the ownership
interest of AHPI and subject to the satisfaction of the following conditions:
(i) upon the consummation of the proposed sale, AHPI will receive for each of
its shares being sold the same form of consideration and the same amount of
consideration as the Gazit-Globe Group receives for each of their shares being
sold and (ii) if AHPI holds any unexpired and unexercised warrants, it shall be
given an opportunity to either (A) exercise the warrants prior to the
consummation of the
-13-
<PAGE>
proposed sale or (B) receive in exchange for such rights consideration equal to
the amount determined by multiplying (1) the same amount of consideration per
share received by holders of the Common Stock in connection with the proposed
sale less the exercise price per share payable for the exercise of the warrants
by (2) the number of shares of Common Stock to which AHPI is entitled upon
exercise of such warrants. In addition, if any member (the "Selling
Stockholder") of the Gazit-Globe Group proposes to sell, other than pursuant to
an open-market transaction or a de minimis transaction (involving less than 2%
of the Issuer's outstanding stock), any of its shares of Common Stock, AHPI has
a tag along right to participate in such sale to a third party, on a pro-rata
basis based upon the percentage of the shares of the Gazit-Globe Group offered
to be sold, upon the purchase by the proposed transferee of any shares of Common
Stock owned by the Selling Stockholder and for the same per share consideration.
The drag along rights and the tag along rights granted to AHPI are set forth in
greater detail in Section 1 and 2, respectively of the Stockholders Agreement
and are hereby incorporated by reference in this Item 6.
Except as set forth above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Wertheim Family
Members, Mr. Hetz and Mrs. Hetz (directly or indirectly through Wertheim
Holdings, Natkal Management or AHPI) or between them and any other person with
respect to the securities of the Issuer, including but not limited to contracts,
arrangements or understandings with respect to transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option arrangements, puts 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 regarding the joint filing of this Statement.
Exhibit 2. Subscription Agreement dated October 4, 2000.
Exhibit 3. Warrant Agreement for the Purchase of Shares of Common Stock dated
October 4, 2000
Exhibit 4. Stockholders Agreement dated October 4, 2000 by and among Equity One,
Inc., Alony Hetz Properties & Investments, Ltd. or its wholly owned
entity, Gazit-Globe (1982) Ltd., M.G.N. (USA), Inc. and Gazit (1995),
Inc.
-14-
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned hereby certify that the information set forth in this Statement is
true, complete and correct.
Date: October 17, 2000
/s/ David Wertheim
--------------------------
David Wertheim
/s/ Moshe Wertheim
--------------------------
Moshe Wertheim
/s/ Aviram Wertheim
--------------------------
Aviram Wertheim
/s/ Nathan Hetz
--------------------------
Nathan Hetz
/s/ Klara Hetz
--------------------------
Klara Hetz
-15-
