UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EQUITY ONE, INC.
----------------
(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
690113105
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(CUSIP Number)
Steven J. Glusband
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 17, 2000
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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 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).
<PAGE>
CUSIP No. 294752100
1 NAME OF REPORTING PERSON: David Wertheim
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK, HC
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 of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,950,000* shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 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 [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.9%
14 TYPE OF REPORTING PERSON: IN
___________
* Includes 925,000 shares of Common Stock that will be purchased and issued
within nine months of November 17, 2000, and 1,025,000 shares of Common
Stock issuable upon the exercise of warrants.
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<PAGE>
CUSIP No. 294752100
1 NAME OF REPORTING PERSON: Moshe Wertheim
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK, HC
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 of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,950,000* shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 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 [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.9%
14 TYPE OF REPORTING PERSON: IN
___________
* Includes 925,000 shares of Common Stock that will be purchased and issued
within nine months of November 17, 2000, and 1,025,000 shares of Common
Stock issuable upon the exercise of warrants.
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<PAGE>
CUSIP No. 294752100
1 NAME OF REPORTING PERSON: Aviram Wertheim
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK, HC
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 of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,950,000* shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 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 [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.9%
14 TYPE OF REPORTING PERSON: IN
___________
* Includes 925,000 shares of Common Stock that will be purchased and issued
within nine months of November 17, 2000, and 1,025,000 shares of Common
Stock issuable upon the exercise of warrants.
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<PAGE>
CUSIP No. 294752100
1 NAME OF REPORTING PERSON: Nathan Hetz
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK, HC
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 of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,950,000* shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 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 [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.9%
14 TYPE OF REPORTING PERSON: IN
___________
* Includes 925,000 shares of Common Stock that will be purchased and issued
within nine months of November 17, 2000, and 1,025,000 shares of Common
Stock issuable upon the exercise of warrants.
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<PAGE>
CUSIP No. 294752100
1 NAME OF REPORTING PERSON: Klara Hetz
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK, HC
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 of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,950,000* shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 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 [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.9%
14 TYPE OF REPORTING PERSON: IN
___________
* Includes 925,000 shares of Common Stock that will be purchased and issued
within nine months of November 17, 2000, and 1,025,000 shares of Common
Stock issuable upon the exercise of warrants.
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<PAGE>
This Amendment No. 1 to the Statement on Schedule 13D dated October 17,
2000 is being filed to report the purchase by AH Investments US, L.P., a
Delaware Limited Partnership ("AH Investments"), of 1,000,000 shares of common
stock, $0.01 par value (the "Common Stock"), of Equity One, Inc., a Maryland
corporation (the "Issuer"), from the Issuer on November 17, 2000. Messrs. David
Wertheim, his father, Moshe Wertheim, his cousin, Aviram Wertheim (together, the
"Wertheim Family Members") and Nathan Hetz and his spouse, Mrs. Klara Hetz,
control AH Investments.
Item 3. Source and Amount of Funds or Other Consideration
ITEM 3 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
The purchase price paid by AH Investments for the acquisition of 1,000,000
shares of Common Stock of the Issuer in a private transaction was $10,875,000
($10.875 per share), of which (i) $4,400,000 was provided from proceeds of a
loan (the "Term Loan") to AH Investments from Bank Hapoalim B.M. (the "Bank"),
(ii) $1,650,000 was drawn on a line of credit extended by the Bank in a total
amount of $3,150,000, (iii) $1,100,000 was drawn on a line of credit extended by
the Bank in a total amount of $2,100,000, (iv) $1,650,000 was provided as a loan
(the "GP Loan") to AH Investment by Alony Hetz Properties and Investments Ltd.
("AHPI") and the remainder of $2,075,000 was financed from working capital of AH
Investments.
Pursuant to the Loan Agreement dated November 30, 2000 (the "Loan
Agreement"), the Bank agreed to provide to AH Investments a loan in an aggregate
amount of up to $8,400,000 no later than August 17, 2001. Each credit extension
will be equal to at least $1,000,000. The principal amount of the Term Loan is
payable by November 16, 2005 and bears an annual interest of LIBOR plus 1.20%,
payable every one, two or three months or such other period as the parties will
agree, with the first interest period for any extension of credit commencing on
the date of such extension of credit. AH Investments agreed to pay interest on
overdue principal of and (to the extent permitted by applicable law) on overdue
interest on demand at the rate of 2.25% in excess of the greater of (x) the
LIBOR rate then in effect plus 1.20% or (y) the prime rate. AH Investments has
executed a promissory note dated November 30, 2000 (the "Note") evidencing the
Term Loan.
AH Investments pledged to the Bank, pursuant to a Pledge Agreement (the
"Pledge Agreement") dated November 30, 2000, the 1,000,000 shares of Common
Stock held by it together with any subsequently purchased Common Stock of the
Issuer pledged to the Bank, and any shares and other securities into which the
same may be converted or exchanged and other income therefrom, collections
thereon or distributions with respect thereto, and all proceeds thereof or
relating thereto (the "Pledged Securities") and granted to the Bank a security
interest in the Pledged Securities to secure the Term Loan.
AH Investments and AH Holdings US, Inc. ("AH Holdings") (as the general
partner) agreed under the Loan Agreement, among others: (i) not to create or
permit to exist any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien, charge or other security interest or any
preference, priority or other security agreement over all or any part
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<PAGE>
of Pledged Securities; (ii) not to merge or consolidate with any other person or
permit any change in the control of AH Investments or AH Holdings, as the case
may be, and (iii) not to sell, transfer, lend or otherwise dispose of or cease
to exercise direct control over any part of its assets, undertakings or revenues
which, in the opinion of the Bank, is material, otherwise than for full
consideration in the ordinary course of business.
The $3,150,000 line of credit provided by the Bank bears an annual interest
of LIBOR plus 0.85% and the $2,100,000 line of credit provided by the Bank bears
an annual interest of LIBOR plus 1.20%. The interest is payable every one, two
or three months or such other period as the parties will agree, with the first
interest period for any extension of credit commencing on the date of such
extension of credit. The $3,150,000 line of credit expires on November 14, 2003
and the $2,100,000 line of credit expires on November 16, 2005. Both line of
credits were guaranteed by AHIP.
The GP Loan is payable on November 16, 2010 and bears interest at a rate of
LIBOR plus 1% per annum, paid quarterly beginning January 10, 2001.
The purchase price that will be paid for the acquisition of 925,000 shares
of Common Stock of the Issuer by AH Investments 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,
issued by the Issuer to AHPI or its assigns, is $10.875, subject to certain
adjustments. It is expected that the proceeds for the purchase of the 925,000
shares of Common Stock will also be funded by loans from the Bank, working
capital, and loans to AH Investments by AH Holdings as its general partner and
AHPI as its limited partner. 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.
Item 4. Purpose of Transaction
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
Pursuant to a Subscription Agreement dated October 4, 2000 (the
"Subscription Agreement"), between AHPI or its wholly owned entity and the
Issuer, AH Investments purchased from the Issuer in a private transaction
1,000,000 shares of Common Stock for $10.875 per share on November 17, 2000 (the
"Initial Closing"). Under the Subscription Agreement, AH Investments will
purchase 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 issued to AHPI or its assigns 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
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<PAGE>
Subscription Agreement and the Warrant Agreement for the Purchase of Shares of
Common Stock dated October 4, 2000 (the "Warrant Agreement") have been filed as
Exhibits 2 and 3, respectively, to the Statement on Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") on October 19, 2000 and are
hereby incorporated by reference.
The 1,000,000 shares of Common Stock purchased by AH Investments as well as
the 925,000 shares of Common Stock to be purchased by AH Investments under the
Subscription Agreement and the shares issuable upon the exercise of the warrants
were and will be purchased for investment purposes. The equity investment in the
Issuer is a result of the determination of the management of AHPI to acquire
through AH Investments 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 (the "Investor"), and (iii) Gazit-Globe (1982) Ltd., M.G.N.
(USA), Inc. and Gazit (1995), Inc. (the "Gazit-Globe Group"), the Investor
designated one director to the Issuer's Board of Directors. A second director
was recommended by the Investor to serve on the Board of Directors and approved
by the Issuer.
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 the
Investor are elected to the Board of Directors of the Issuer pursuant to the
following conditions:
(i) if the Investor 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 the Investor (directly or indirectly) represent at least 20% of
the aggregate number of shares held (directly or indirectly) by the Investor and
the Gazit-Globe Group, and such aggregate amount represents not less than 50% of
the total outstanding voting capital stock of the Issuer, the Investor 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 the Investor 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, the Investor
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 the Investor 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), the Investor 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 the Investor 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 the Investor, the Gazit
Group or the Issuer.
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<PAGE>
The parties further agreed that for any period during which the Investor
owns beneficially and/or of record 20% or more of the outstanding shares of
Common Stock and the Gazit-Globe Group holds a majority interest in the Issuer,
the Investor 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 the Investor has control (a "Controlled Person") to seek or encourage
or assist any associate, partner or affiliate of the Investor 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 the Investor 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 the Investor 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 the Investor 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 the Investor 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 has been filed as Exhibit 4 to the
Statement on Schedule 13D filed with the SEC on October 19, 2000 and is hereby
incorporated by reference.
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 M. Wertheim (Holdings) Ltd. ("Wertheim Holdings") or
Natkal Management and Holdings (1998) Ltd. ("Natkal Management"), respectively,
AHPI, AH Holdings or AH Investments (or in his or her capacity as a director of
Wertheim Holdings or Natkal Management and AHPI, AH Holdings or AH Investments)
currently does not have any plan or proposal, directly or indirectly, which
relates to or would result in:
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<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
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) and (b) Each of Messrs. David Wertheim, Moshe Wertheim, Aviram Wertheim
and Nathan Hetz and Mrs. Klara Hetz is the indirect beneficial owner of
1,000,000 shares of Common Stock, or approximately 7.77% of the 12,873,301
shares of Common Stock of the Issuer issued and outstanding as of the Initial
Closing. Upon the purchase and issuance of an additional 925,000 shares of
Common Stock pursuant to the provisions of the Subscription Agreement, each of
Messrs. David Wertheim, Moshe Wertheim, Aviram Wertheim and Nathan Hetz and Mrs.
Klara 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 outstanding following the issuance of such shares. Upon the
exercise of the warrants into 1,025,000 shares of Common Stock, each of Messrs.
David Wertheim, Moshe Wertheim, Aviram Wertheim and Nathan Hetz and Mrs. Klara
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.
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<PAGE>
All the above numbers of issued and outstanding shares of the Issuer and
percentages of ownership are based on 11,873,301 shares of Common Stock, which
the Issuer has reported were outstanding on November 6, 2000 in its Form 10-Q
for the quarter ended September 30, 2000, filed with the SEC on November 14,
2000.
AH Investments is the record holder of the 1,000,000 shares of Common Stock
and will be the record holder of the remaining 925,000 shares of Common Stock
and the 1,025,000 shares issuable upon the exercise of the warrants. AH
Investments is a limited liability partnership in which AH Holdings is the
general partner and AHPI is the limited partner. AH Holdings is a Delaware
wholly owned subsidiary of AHPI. AHPI is an Israeli corporation, whose shares
trade on the Tel Aviv Stock Exchange, which is 56.1% controlled by Wertheim
Holdings (28.1%) and Natkal Management (28.0%), pursuant to the Shareholders
Agreement entered into by these parties and dated October 31, 1996 pertaining
to, among others, the voting of their shares of AHPI. Wertheim Holdings is an
Israeli holding company owned by Mr. David Wertheim (50.01%), Mr. Aviram
Wertheim (15%), Mr. Moshe Wertheim (together with his spouse 9.0%) and other
Wertheim family members. Natkal Management is an Israeli holding company that is
controlled by Mr. Nathan Hetz (50%) and Mrs. Klara Hetz (50%). Each of the
Wertheim Family Members, Mr. Hetz and Mrs. Hetz has shared voting power with
each other with respect to the 1,000,000 shares of Common Stock and will have
shared voting power with each other with respect to the 925,000 shares of Common
Stock and the 1,025,000 shares of Common Stock issuable upon the exercise of the
warrants.
(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, AHPI, AH Holdings or
AH Investments) any transactions in the shares of Common Stock of the Issuer
since the filing of this Statement on Schedule 13D with the SEC on October 19,
2000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
The description of the 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 description of the Term Loan and the pledge of the Pledged Securities
pursuant to the Loan Agreement and the Pledge Agreement set forth in Item 3 of
this Statement is hereby incorporated by reference in this Item 6. Pursuant to
the terms of the Pledge Agreement, AH Investment may not grant, enter into, or
effect, as the case may be, any option, right of first refusal, agreement,
charter or by-law which might prohibit, impair or delay or otherwise affect
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the pledge, sale or disposition of the Pledged Securities or the exercise by the
Bank of any of its rights and remedies under the Pledge Agreement.
The disclosure with respect to the designation of directors by the Investor
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, the Investor was granted three
demand registration rights and unlimited piggyback registration rights with
respect to the Shares and the 1,025,000 shares of Common Stock 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 the Investor are set forth in greater detail in Section 5 of the Subscription
Agreement and are hereby incorporated by reference in this Item 6.
The Investor 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 the Investor and subject to the satisfaction of the following
conditions: (i) upon the consummation of the proposed sale, the Investor 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 the Investor holds any unexpired and unexercised
warrants, it shall be given an opportunity to either (A) exercise the warrants
prior to the consummation of the 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 the Investor 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, the Investor 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 the Investor are set forth in greater detail in
Sections 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, AHPI, AH Holdings or AH Investments) 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
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<PAGE>
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. Joint Filing Agreement has been filed as Exhibit 1 to the
Statement on Schedule 13D filed with the SEC on November 19, 2000
and is hereby incorporated by reference.
Exhibit 2. Power of Attorney.
Exhibit 3. Subscription Agreement dated October 4, 2000 was filed as Exhibit
2 to the Statement on Schedule 13D filed with the SEC on November
19, 2000 and is hereby incorporated by reference.
Exhibit 4. Warrant Agreement for the Purchase of Shares of Common Stock
dated October 4, 2000 was filed as Exhibit 3 to the Statement on
Schedule 13D filed with the SEC on November 19, 2000 and is
hereby incorporated by reference.
Exhibit 5. 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. was filed as Exhibit 4 to the Statement on
Schedule 13D filed with the SEC on November 19, 2000 and is
hereby incorporated by reference.
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<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 Amendment to
the Statement is true, complete and correct.
Date: January 3, 2001
*
--------------
David Wertheim
*
--------------
Moshe Wertheim
*
---------------
Aviram Wertheim
*
-----------
Nathan Hetz
*
----------
Klara Hetz
*ALONY HETZ PROPERTIES AND
INVESTMENTS LTD.
(Attorney-in-Fact)
By: /s/Nathan Hetz
------------------------------------
Nathan Hetz, Chief Executive Officer
By: /s/Varda Levy
-----------------------------------
Varda Levy, Chief Financial Officer
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