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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Amendment No. 2
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED TO PURSUANT
TO RULE 13d-2(a)
Tefron Ltd. - TFR
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(Name of Issuer)
Ordinary Shares, par value NIS 1.0 per share
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(Title of Class of Securities)
M87482-10-1
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(CUSIP Number)
Arie Wolfson, President
Tefron Ltd.
28 Chida Street
Bnei-Brak, 51371, Israel
011-972-3-579-8701
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 21, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement in Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /
Note. Schedules filed in paper format shall include signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 the disclosures provided in a prior cover page.
The information required in 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 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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This Amendment No.2 (this "Amendment") to Statements on Schedule 13D,
filed on February 17, 2000 and March 15, 2000 by the undersigned (the "Reporting
Persons"), is hereby filed by the Reporting Persons with the Securities and
Exchange Commission pursuant to Rule 13d-2 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the
Ordinary Shares, par value NIS 1.0 per share (the "Tefron Ordinary Shares"), of
Tefron Ltd. ("Tefron"). In this Amendment, the Reporting Persons hereby amend
and supplement Items 4, 6 and 7.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented by the following information.
On June 21, 2000, Tefron issued a press release, a copy of which is
attached hereto as Exhibit U, announcing that it had retained the investment
banking firm of Credit Suisse First Boston to assist it in the process of
exploring strategic alternatives, which may include the sale by the Reporting
Persons of all or some of their holdings of Tefron Ordinary Shares whether in
connection with the sale of Tefron or otherwise.
The Reporting Persons intend to continue their ongoing review of their
investment in, and control and management of, Tefron. The Reporting Persons may,
subject to applicable law, in the future take such actions with respect to their
investment, control and management of Tefron as they deem appropriate, including
without limitation, (i) holding their Tefron Ordinary Shares as a passive
investor or as an active investor (whether or not as a member of a "group" with
other beneficial owners of Tefron Ordinary Shares or otherwise), (ii) acquiring
beneficial ownership of additional Tefron Ordinary Shares in the open market, in
privately negotiated transactions or otherwise, (iii) disposing of all or a part
of their holdings of Tefron Ordinary Shares, (iv) taking other actions which
could involve one or more of the types of transactions or have one or more of
the results previously described in Item 4 of this Schedule 13D, or (v) or
changing any or all of their intentions with respect to the matters reported in
this Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is hereby amended and supplemented by the following information.
Upon the expiration of the initial term of the Tefron Shareholders
Agreement on September 24, 2000, the Reporting Persons will review their
continued participation in the Tefron Shareholders Agreement based upon various
factors, including Tefron's strategic and financial position, the price level of
Tefron's Ordinary Shares, conditions in the securities markets generally, and
general economic and industry conditions, as well as other investment
opportunities available to them, as they deem appropriate in light of the
circumstances existing from time to time.
Tefron also announced in its press release of June 21, 2000 that Wolfson
has decided to resign as chairman and president of Tefron upon the expiration of
his contract on August 31, 2000.
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Item 7. Material to be filed as Exhibits.
Item 7 is hereby amended and supplemented by adding the following exhibit.
Exhibit U. Tefron Ltd. Press Release dated as of June 21, 2000.
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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.
Date: July 5, 2000
ARWOL HOLDINGS LTD.
By: /s/ Arie Wolfson
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Name: Arie Wolfson
Title: Chairman and
Chief Executive Officer
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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.
Date: July 5, 2000
/s/ Arie Wolfson
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Arie Wolfson
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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.
Date: July 5, 2000
/s/ Sigi Rabinowicz
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Sigi Rabinowicz
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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.
Date: July 5, 2000
RIZA HOLDINGS, LTD.
By: /s/ Sigi Rabinowicz
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Name: Sigi Rabinowicz
Title: Chief Executive Officer
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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.
Date: July 5, 2000
MACPELL INDUSTRIES LTD.
By: /s/ Arie Wolfson
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Name: Arie Wolfson
Title: President
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Schedule I
JOINT FILING AGREEMENT
The undersigned parties hereby agree that this Amendment No.2 to
Schedule 13D filed herewith relating to the Ordinary Shares, par value NIS 1.0
per share, of Tefron Ltd. is being filed jointly with the Securities and
Exchange Commission pursuant to Rule 13d-1(f) on behalf of each such person.
Date: July 5, 2000
ARWOL HOLDINGS LTD.
By: /s/ Arie Wolfson
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Name: Arie Wolfson
Title: Chairman and
Chief Executive Officer
/s/ Arie Wolfson
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Arie Wolfson
/s/ Sigi Rabinowicz
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Sigi Rabinowicz
RIZA HOLDINGS LTD.
By: /s/ Sigi Rabinowicz
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Name: Sigi Rabinowicz
Title: Chief Executive Officer
MACPELL INDUSTRIES LTD.
By: /s/ Arie Wolfson
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Name: Arie Wolfson
Title: President
