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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of November, 1999
Koor Industries Ltd.
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(Translation of registrant's name into English)
4 Kaufman Street, Tel-Aviv, 68012, Israel
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
FORM 20-F X FORM 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of
1934.
YES NO X
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-_____
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
/s/ Shlomo Heller
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Date: November 5, 1999 By: Shlomo Heller
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KOOR INDUSTRIES LTD.
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OFFICE OF LEGAL
COUNSEL
21 Ha'arba'a Street
Tel Aviv 64739
Israel
Tel: 972-3-6238420
Fax: 972-3-6238425
02 November 1999
EXHIBIT DESCRIPTION
Translation from Hebrew to English of an Immediate Report
A (the "Report"), which was served on the Israeli Securities
Authority, The Tel-Aviv Stock Exchange Ltd. and the
Registrar of Companies, on November 2, 1999, regarding the
exercise by Bank Hapoalim of its "put option" granted by The
Claridge Group.
EXHIBIT A
The Securities Authority The Tel Aviv Stock Exchange The Registrar of
22 Kanfei Nesharim St. 54 Ahad Ha'am St. Companies
Jerusalem 95464 Tel Aviv 65202 97 Yafo St.
- --------------- --------------------------- Jerusalem 91007
Fax: 02-6513940 Fax: 03-5105379 -------------------
Dear Sirs,
Re: KOOR INDUSTRIES LTD. (COMPANY NO. 52-001414-3)
IMMEDIATE REPORT NO. 39/99
Further to the Immediate Report dated 13 July 1998, a copy of which is
enclosed herewith, Koor Industries Ltd. (Hereinafter: "Koor"), gives notice
as follows:
Yesterday, the Claridge Group, and Hapoalim Nechasim (Shares) Ltd. a
wholly-owned subsidiary of Bank Hapoalim (both together hereinafter: "Bank
Hapoalim"), have notified Koor of the exercise by Bank Hapoalim of its "put
option" granted by The Claridge Group, as described in the Immediate Report
of July 13, 1998.
In accordance with the aforesaid exercise, Bank Hapoalim will sell to The
Claridge Group 364,038 Ordinary Shares of Koor (which are 2.20% of the
outstanding Ordinary Shares of Koor) at the price of $ 142.50 per share.
The transfer of the Shares shall take place no later than November 30,
1999.
After the Share transfer, Bank Hapoalim will hold 19.24% of the outstanding
Ordinary Shares of Koor and The Claridge Group will hold 30.62%.
Sincerely yours,
Adv. Shlomo Heller
Legal Counsel and Company Secretary
July 13, 1998
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The Securities Authority The Tel Aviv Stock Exchange Ltd. The Companies Registrar
22 Kanfei Nesharim St. 54 Ahad Ha'am Street 97 Jaffa Road
Jerusalem 95464 Tel Aviv 65202 Jerusalem 91007
By fax: 02-6513940 By fax: 03-5105379 By fax: 02-6247874
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Dear Sirs:
Re: IMMEDIATE NOTICE - KOOR INDUSTRIES LTD.
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Company No. 52-001414-3
Koor Industries Ltd.("Koor" or "the Company") announces that during the
evening of July 12, 1998, agreements between the Claridge Group and Bank
Hapoalim B.M. (Bank Hapoalim") concerning their holdings in Koor, were
delivered to the Company's offices.
On the date of this notice, the Claridge Group holds 29.53% of the voting
rights in Koor, and Bank Hapoalim (through Hapoalim Assets - Shares - Ltd.)
holds 22.33% of the voting rights in Koor.
And these are the principals of the agreements:
1. Bank Hapoalim was given a put option to sell to the Claridge Group
its holdings in excess of 20% of Koor Shares. The put option
exercise period shall start on 1.1.99 and end on 1.12.99.
If Bank Hapoalim fails to exercise the said right, then the
Claridge Group shall have a call option to purchase the
aforementioned excess holding. The period for exercise of this
call option shall start on 1.12.99 and end on 25.12.99.
The exercise price per share for each of the above options shall
be $142.50 per share or the average closing rate per Koor share on
the Tel Aviv Stock Exchange for the 60 trading days preceding the
notice of exercise, whichever is the higher. In any case the
exercise price per share in case of exercise of the put option by
Bank Hapoalim shall not exceed $150.
2. The Claridge Group was given a right of first refusal in respect
of the holdings of Bank Hapoalim in Koor shares up to the rate of
20% (hereinafter: "the Balance of Bank Hapoalim's Shares").
3. If the Claridge Group fails to exercise the aforementioned right
of first refusal and Bank Hapoalim wishes to sell the Balance of
Bank Hapoalim's Shares to any third party, it may demand the
Claridge Group to sell up to 5% of the share capital which that
Claridge Group holds in Koor in excess of 32.5%, so as to enable
such third party to purchase a total of up to 25% of the share
capital of Koor.
The price at which the shares of the Claridge Group will be sold
in this case, will be $142.50 per share or the price at which Bank
Hapoalim sells the Balance of Bank Hapoalim's Shares to that third
party, which ever is the higher.
This right of Bank Hapoalim shall lapse if its holdings in Koor
shares fall below 19% in circumstances which are defined in the
agreements.
4. Should the Claridge Group wish to sell its entire holding in Koor
to a third party, Bank Hapoalim may request the Claridge Group to
try to join Bank Hapoalim to the sale. But the Claridge Group
shall not be prevented from selling its holdings if it is
unsuccessful in doing so.
5. As long as the Claridge Group has the effective ability to appoint
the majority of the members of the Board of Directors of Koor, and
as long as the holdings of Bank Hapoalim do not fall below 5% of
the share capital of Koor, the Claridge Group has undertaken to
support the selection of Bank Hapoalim's recommended members to
the Board of Directors of Koor, at rates graded as follows:
5.1 If Bank Hapoalim holds 15% or more of the share capital
of Koor until 31.12.99 up to 25% of the members of the
Board of Directors of Koor, and from that date onwards up
to 20% of the members of the Board of Directors of Koor.
5.2 If Bank Hapoalim holds between 10% to 15% of the share
capital of Koor - up to 20% of the members of the
Board of Directors of Koor.
5.3 If Bank Hapoalim holds between 5% to 10% of the share
capital of Koor - up to 10% of the members of the Board
of Directors of Koor.
Yours sincerely,
Shlomo Heller, Adv.
Legal Counsel and
Company Secretary
