SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
ISRAMCO, INC.
(Name of Issuer)
Common Stock par value $.01 per share
(Title of Class of Securities)
465141109
(CUSIP Number)
Monro Cutler
1770 St. James Place
Suite 607
Houston, Texas
Telephone: (713) 621-3882
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
October 28, 1998
(Date of Event with 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(b) (3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement: [ ]
<PAGE>
CUSIP No. 465141109 (See Schedule A)
1) Name of Reporting Person Naptha Holding Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check 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 1,759,523 shares
-----------------------------------------------------------
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned -----------------------------------------------------------
by Reporting 9) Sole Dispositive Power 1,759,523 shares
Person with -----------------------------------------------------------
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially 1,759,523 shares
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 56.04%
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule B)
1) Name of Reporting Person Naphtha Israel Petroleum
Corporation Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check 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 -0-
-----------------------------------------------------------
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned -----------------------------------------------------------
by Reporting 9) Sole Dispositive Power -0-
Person with -----------------------------------------------------------
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule C)
1) Name of Reporting Person J.O.E.L. Jerusalem Oil
Exploration Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check 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 -0-
-----------------------------------------------------------
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned -----------------------------------------------------------
by Reporting 9) Sole Dispositive Power -0-
Person with -----------------------------------------------------------
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule D)
1) Name of Reporting Person Equital Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check 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 -0-
-----------------------------------------------------------
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned -----------------------------------------------------------
by Reporting 9) Sole Dispositive Power -0-
Person with -----------------------------------------------------------
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule K)
1) Name of Reporting Person United Kingsway Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Nassau, Bahamas
7) Sole Voting Power -0-
-----------------------------------------------------------
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned -----------------------------------------------------------
by Reporting 9) Sole Dispositive Power -0-
Person with -----------------------------------------------------------
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule L)
1) Name of Reporting Person YHK Investment LP
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds [AF]
5) Check 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 -0-
-----------------------------------------------------------
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned -----------------------------------------------------------
by Reporting 9) Sole Dispositive Power -0-
Person with -----------------------------------------------------------
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by -0-
14) Type of Reporting Person PN
<PAGE>
CUSIP No. 465141109 (See Schedule M)
1) Name of Reporting Person Carmen Management and
Assets (1997) Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check 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 -0-
-----------------------------------------------------------
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned -----------------------------------------------------------
by Reporting 9) Sole Dispositive Power -0-
Person with -----------------------------------------------------------
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule N)
1) Name of Reporting Person Avraham Livnat Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check 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 -0-
-----------------------------------------------------------
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned -----------------------------------------------------------
by Reporting 9) Sole Dispositive Power -0-
Person with -----------------------------------------------------------
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
The Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on September 20, 1995,
1. as amended by Amendment No. 1 filed with the Commission on January 20,
1996,
2. as amended by Amendment No. 2 filed with the Commission on or about March
27, 1996,
3. as amended by Amendment No. 3 filed with the Commission on or about
November 27, 1996,
4. as amended by Amendment No. 4 filed with the Commission on February 12,
1997,
5. as amended by Amendment No. 5 filed with the Commission on May 12, 1997,
6. as amended by Amendment No. 6 filed with the Commission on October 10,
1997, manually, and October 21, 1997, electronically,
7. as amended by Amendment No. 7 filed with the Commission on January 13,
1998, electronically, and
8. as amended by Amendment No. 8 filed with the Commission on September 22,
1998,
(collectively the "Schedule 13D") relating to the common stock, par value $.01
per share, of Isramco, Inc., are hereby amended by adding the information set
forth below. All capitalized terms herein have the meaning ascribed to them in
Schedule 13D.
This amendment is filed by United Kingsway Ltd. ("Kingsway"), Avraham
Livnat Ltd., Carmen Management and Assets (1997) Ltd. ("Carmen Management"), YHK
Investment LP ("YHK"), YHK General Managers, Ltd. ("YHK Managers"), Equital Ltd.
("Equital"), JOEL Jerusalem Oil Exploration Ltd. ("JOEL"), Naphtha Israel
Petroleum Corporation Ltd. ("Naphtha"), and Naptha Holding Ltd. ("Holding").
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the
Common Stock, par value $.01 per share, ("shares") of Isramco, Inc., a Delaware
corporation (the "Issuer"). The principal executive office of the Issuer is at:
1770 St. James Place, Ste 607, Houston, TX 77056.
Item 2. Identity and Background.
As reported more fully in Amendment No. 5 to the Schedule 13D, Kingsway and
Complementary formed YHK. YHK controls Equital and through the chain shown in
the annexed Chart of Ownership, it controls Isramco.
Purchase of Shares on the Open Market: From September 2, 1998, through
November 25, 1998, Holding purchased 88,100 shares of the Issuer (the "Shares")
for $223,497, an average price of $2.54 per share. This changed the percentage
of shares by the reporting person to 56.04%, assuming the exercise by Holding of
warrants it holds to purchase 500,000 shares of Isramco.
Principal Places of Business: The principal place of business of Holding,
JOEL and Equital is 8, Granit Street, Kiryat Arie, Box 10188, Petach-Tikva,
Israel 49222. The principal place of business of Carmen Management is 18 Hazayit
Street, Karmey Yossef, Israel, 99797. The principal place of business of Avraham
Livnat, Ltd., is 18 Hazayit Street, Karmey Yossef, Israel 99797.
The filing of this Schedule 13D does not constitute an admission by any of
the persons making this filing that such person are a "group" for purposes of
Section 13(d)(3) of the Act. The Reporting Persons deny that they should be
deemed to be such a "group" and such persons are making this filing only because
they may be deemed to constitute a "group" for purposes of Section 13(d)(3) of
the Act.
During the last five years, none of the Reporting Persons, nor any of their
officers and directors, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, none of
the Reporting Persons, nor any of their officers and directors, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was subject to a
<PAGE>
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.
Item 3. Source and Amount of Funds or Other Consideration.
Holding used its working capital to purchase the 2 shares.
Item 4. Purpose of the Transaction.
The purchase of the Shares was made by Holding because it deemed the shares
to be underpriced on the open market.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of the class of securities being
reported here beneficially owned by the Reporting Persons is 1,751,423 shares
which is 55.78% of the outstanding shares assuming the exercise of all of the
warrants to held by Holding (the "Shares"). The other persons who, together with
the persons named in Item 2, comprise a group within the meaning of Section
13(d)(3) of the Act are indirect beneficial owners of these Shares.
(b) All power to vote the Shares is vested in Holding.
(c) From time to time, the persons making this report may acquire
additional securities of Isramco in the ordinary course of their business in
market transactions.
Item 6. Contracts, Arrangements, understandings or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable
<PAGE>
CHART OF OWNERSHIP
AVRAHAM LIVNAT LTD.
|
| 100%
|/
UNITED KINGSWAY LTD CARMEN MANAGEMENT AND
(Owned by Haim Tsuff) ASSETS (1997) LTD.
| |
| 74% | 26%
| |
|>-------Y.H.K. INVESTMENT |
LIMITED PARTNERSHIP (Israel)<---|
|
| 42.3%
|/
EQUITAL LTD.
| |
9.6% | | 43.4%
| |/
---->---J.O.E.L. LTD.----------------------------|
| | |
| 27.3% | 86.6% |
| |/ |
|-<----NAPHTHA ISRAEL PETROLEUM |
CORPORATION LTD. | 5.5%
| |
| 100% |
|/ |
NAPTHA HOLDING LTD. |\b0
| |
| 56.04% |
|/ |
ISRAMCO INC. |
|-------------------->------------------|
|
|/
ISRAMCO OIL AND GAS LTD.
GENERAL PARTNER
|
|/
ISRAMCO NEGEV 2 LIMITED PARTNERSHIP
<PAGE>
EXHIBIT 11
SIGNATURES AND JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Schedule 13D with respect to
the common stock, par value $.01 per share, of Isramco, Inc. (to which this
Agreement is attached as EXHIBIT 10), and all subsequent amendments, may be
filed on behalf of each such person.
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.
December 23, 1998
NAPTHA HOLDING LTD. ("HOLDING") Schedule A
NAPHTHA ISRAEL PETROLEUM CORPORATION LTD. ("Naphtha") Schedule B
J.O.E.L. JERUSALEM OIL EXPLORATION LTD. ("J.O.E.L.") Schedule C
EQUITAL LTD. ("Equital") Schedule D
UNITED KINGSWAY LTD. ("United") Schedule K
YHK INVESTMENT LIMITED PARTNERSHIP ("YHK") Schedule L
CARMEN MANAGEMENT AND ASSETS (1997) LTD. Schedule M
AVRAHAM LIVNAT LTD. Schedule N
By: /s/ Pinchas Pinchas
-------------------------------------------------
Pinchas Pinchas, Attorney in Fact
See powers of attorney filed with prior Amendments.
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF NAPTHA HOLDING LTD. ("HOLDING")
Name Title Address
Jackob Maimon Director 10 Izack Sade Street
Petach-Tikva
Yossi Levy Director 5 Mishmar Hashlosha Street
Rishon Letzion
<PAGE>
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF NAPHTHA ISRAEL PETROLEUM CORP. LTD.
<TABLE>
<CAPTION>
Name Title Address
<S> <C> <C>
Jackob Maimon* Chairman of the Board 10 Izack Sade St. Petach-Tikva
Yossi Levy* General Manager 5 Mishmanr Hahlosha St. Rishon Letzion
Pinchas Pinchas* Comptroller 82b Katz St. Petach-Tikva
Anat Riner* Director 154 Rotshild St., Petach-Tikva
Meir Avrahami** Director 6 Rhash St., Hadera
ReviveTal Ltd. Director** 8 Granit St. Kiryat Arie, Petach-Tikva 49222
Revive Gal Ltd. Director** 8 Granit St. Kiryat Arie, Petach-Tikva 49222
Revive Ad Ltd. Director** 8 Granit St. Kiryat Arie, Petach-Tikva 49222
Revive Dan Ltd. Director** 8 Granit St. Kiryat Arie, Petach-Tikva 49222
</TABLE>
* Citizen of Israel
** Company wholly owned by J.O.E.L. These companies are all organized under
Israeli law, and were established to hold directorships.
<PAGE>
SCHEDULE C
DIRECTORS AND EXECUTIVE OFFICERS OF J.O.E.L. JERUSALEM OIL EXPLORATION LTD.
<TABLE>
<CAPTION>
Name Title Address
<S> <C> <C>
Michal Malcah Director 5 Kasani Street
Advocate Ramat Aviv, Tel Aviv, Israel
Baruch Kirshstein Director 10 Alfassi Street
Jerusalem, Israel
General Manager of B. Kirsharein Ltd.
Moshe Mitelman, Ph.D. Director 39 Dibell Reoven Street
Petach-Tikva
Haim Margalit Director 17 Ailanot, Kfar Maas
Proprietor of a metal coating manufacturing business
BordosLone Ltd. Director *** 8 Granit St., Kiryat Arie, Petach-Tikva
Pinkstone Ltd. General Manager*** 8 Granit St., Kiryat Arie, Petach-Tikva
David David General Manager 7 Tidhar Street, Ramat-Efal
Pinchas Pinchas Comptroller 82B Katz Street, Petach-Tikva
Anmon Argaman, CPA Internal Auditor
</TABLE>
*** Wholly owned by YHK General Managers, Ltd. All of these companies are
organized under Israeli law, and were established to hold directorships.
<PAGE>
SCHEDULE D
DIRECTORS AND EXECUTIVE OFFICERS OF EQUITAL LTD.
<TABLE>
<CAPTION>
Name Title Address
<S> <C> <C>
Dr. Esti Hat * Director 2 Dov Gruner, Herzliya, Israel
Marketing Manager, Lecturer at the Tel-Aviv University
Michael Gutman General Manager
Blackstone Ltd. Director *** 8 Granit St., Kiryat Arie, Petach-Tikva
Orangestone Ltd Director *** 8 Granit St., Kiryat Arie, Petach-Tikva
Pinkstone Ltd. Director *** 8 Granit St., Kiryat Arie, Petach-Tikva
Bordostone Ltd. Director *** 8 Granit St., Kiryat Arie, Petach-Tikva
Vivian Turgeman * Director 17 Rabina St. Tel Aviv
Manager of jewelry establishment
Joseph From * General Manager 8 Igal Alon, Herzliya, Israel
Pinchas Pinchas Comptroller 82B Katz Street
Petach Tikva, Israel
</TABLE>
* Citizen of Israel
*** Wholly owned by YHK General Managers' Ltd. All of these companies were
organized under Israeli law, and were established to hold directorships.
<PAGE>
SCHEDULE K
DIRECTORS AND EXECUTIVE OFFICERS OF UNITED KINGSWAY LTD.
Name Title Address
Haim Tsuff Director 12 Haporzim Street
Sole Shareholder Petach Tikva, Israel
Manager of several companies
Citizen of Israel and the Netherlands
<PAGE>
SCHEDULE L
DIRECTORS AND EXECUTIVE OFFICERS OF YHK INVESTMENTS LIMITED PARTNERSHIP
General Partner (0.02%)
YHK General Managers, Ltd.
The Executive Officers of the General Partner are:
Not appointed yet.
Directors
Zeev Livnat
26 Hanarkis Street, Karmey-Yossef, Israel
Haim Tsuff
12 Haporzim Street, Petach Tikva, Israel
Manager of several companies
Citizen of Israel and the Netherlands
Josef Tsuff
Pensioner
12 Haporzim Street, Petach Tikva, Israel
Tina Miamon-Arckens (Homemaker)
38 Bilu Street, Hertzliya, Israel
Limited Partners
The limited partners of YHK are Carmen Management and Assets (1997), Ltd.
(25.99%) and United Kingsway Ltd. (73.99%)
See Schedule K regarding Kingsway.
<PAGE>
SCHEDULE M
DIRECTORS AND EXECUTIVE OFFICERS OF CARMEN MANAGEMENT AND ASSETS (1997) LTD.
<TABLE>
<CAPTION>
Name Title Address
<S> <C> <C>
Avraham Livnat **** Director/Shareholder 18 Hazayit St., Karmey Yossef, Israel
Principal occupation: Investor/Businessman
Zeev Livnat **** Director 26 Hanarkis St. Karmey Yossef, Israel
Principal occupation: Investor/Businessman
Zvi Livnat **** Director 12 Hayasmin St. Karmey Yossef, Israel
Principal occupation: Investor/Businessman
Shai Livnat **** Director 50 Dizengoff St. Tel-Aviv, Israel
Principal occupation: Investor/Businessman
Beni Gaon Investments (1998) Ltd.** 6 Tsamarot St., Herzliya, Israel
A. Livnat Mataim Ltd.** 6 Tzomet Tavura, Ramla, Israel
</TABLE>
**** All individuals on this schedule are Israeli citizens.
** All of these companies were organized under Israeli law, and were
established to hold directorships.
<PAGE>
SCHEDULE N
DIRECTORS, EXECUTIVE OFFICERS AND SHAREHOLDERS OF AVRAHAM LIVNAT LTD.
<TABLE>
<CAPTION>
Name Title Address
<S> <C> <C>
Avraham Zivnat**** Director/Shareholder Karney Yosef, Israel
Principal occupation: Director/Shareholder
Rachel Livnat **** Director/20% Shareholder 18 Hazayit St., Karmey Yossef, Israel
Principal occupation: Homemaker
Zeev Livnat **** 20% Shareholder 26 Hanarkis St., Karmey Yossef, Israel
Principal occupation: Investor/Businessman
Zvi Livnat **** 20% Shareholder 12 Hayasmin Karmey Yossef, Israel
Principal occupation: Investor/Businessman
Shai Livnat **** 20% Shareholder 50 Dizengoff St., Tel-Aviv, Israel
Principal occupation: Investor/Businessman
</TABLE>
**** All individuals on this schedule are Israeli citizens.
