SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
ELECTRIC FUEL CORPORATION
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
284871-10-0
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(CUSIP Number)
Shlomo Heller, Adv.
Koor Industries Limited
21 Ha'arba'ah Street, Tel Aviv 64739, Israel
Phone Number: 972-3-623-8420
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 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 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 a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are sent.
The information required on 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, as amended (the "Act") 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).
CUSIP NO. 284871-10-0 13D
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
KOOR INDUSTRIES LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) | |
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS | |
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,000,000
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON - 0 -
WITH
9 SOLE DISPOSITIVE POWER
1,000,000
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $0.01 per
share ("Common Stock"), of Electric Fuel Corporation, a Delaware
corporation (the "Issuer"), having its principal executive offices at the
Western Industrial Zone, P.O. Box 641, Bet Shemesh 99000, Israel.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Koor Industries Limited, a
company organized under the laws of the State of Israel ("Koor").
(b) Koor's principal executive offices are at 21 Ha'arba'ah Street,
Tel Aviv 64739, Israel.
(c) Koor is a multi-industry holding company engaged through its
direct and indirect wholly and partially owned subsidiaries and affiliates
in the following core businesses: telecommunications, electronics and
agrochemicals and other chemicals. Koor is also involved in tourism, real
estate and international trade businesses.
Annex A lists the name, business address, present principal
occupation and citizenship of each director and executive officer of Koor.
The following entities may be deemed to have a controlling
interest in Koor:
(i) Claridge Israel L.L.C., a limited liability company
organized under the laws of the State of Delaware ("Claridge"), with its
principal business address being c/o Goodman Phillips & Vineberg, 430 Park
Avenue, New York, New York 10022, owns a 29.25% equity interest in Koor;
and
(ii) Anfield Ltd., a company organized under the laws of the
State of Israel ("Anfield"), with its principal business address being c/o
Herzog, Fox & Neeman, Asia House, 4 Weizmann Street, Tel Aviv 64239,
Israel, owns a 5.4% equity interest in Koor.
Claridge is an investment holding company, which is owned in
equal shares by the Charles R. Bronfman Trust and the Charles Bronfman
Trust:
o Charles R. Bronfman Trust is a United States trust
organized under the laws of the State of New York, with
its principal purpose and business being to invest in
securities and other business interests. The trust's
principal business and office address is c/o Goodman
Phillips & Vineberg, 430 Park Avenue, New York, New York
10022. This trust is primarily for the benefit of
Charles R. Bronfman, and Stephen R. Bronfman and his
descendants.
o Charles Bronfman Trust is a United States trust
organized under the laws of the State of New York, with
its principal business and purpose being to invest in
securities and other business interests. The trust's
principal business and office address is c/o Goodman
Phillips & Vineberg, 430 Park Avenue, New York, New York
10022. This trust is primarily for the benefit of
Charles R. Bronfman, and Ellen J. Bronfman Hauptman and
her descendants.
Information with respect to the managers and executive
officers of Claridge and the trustees of each of the trusts is set forth in
Annexes B-1 through B-3 hereto.
Anfield is an investment holding company, which is wholly
owned by and for the benefit of Jonathan Kolber, Koor's Executive Vice
Chairman and Chief Executive Officer. Information with respect to the
directors and executive officers of Anfield is set forth in Annex C hereto.
(d) During the last five years neither Koor nor, to the best of
Koor's knowledge, any of the other entities or individuals referred to in
Annexes A through C, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years neither Koor nor, to the best of
Koor's knowledge, any of the other entities or individuals referred to in
Annexes A through C, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a 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.
(f) The citizenship of Koor is Israel.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Koor in acquiring the
1,000,000 shares of Common Stock referred to in Item 4 below is
$10,000,000. Koor used its working capital as the source of the funds.
ITEM 4. PURPOSE OF TRANSACTION.
On May 17, 2000, the Issuer and Koor entered into a Common Stock
Purchase Agreement (the "Purchase Agreement"), pursuant to which Koor
purchased 1,000,000 shares of Common Stock at a purchase price of $10.00
per share. The closing of the Purchase Agreement took place on May 17, 2000
(the "Closing"). According to the Purchase Agreement, in the event that the
average closing price of Common Stock on The Nasdaq Stock Market for the 30
days ending on the day immediately preceding the date which is six months
following the Closing is below $10.00 per share, the Issuer will issue
additional Common Stock to Koor for no additional consideration. In no
event, however, will the Issuer be required to issue in excess of 481,481
additional shares of Common Stock in satisfaction of its obligations under
the Purchase Agreement, except with respect to any stock splits or other
recapitalization.
As a result of the Purchase Agreement, Koor beneficially owns
approximately 5.2% of the outstanding Common Stock. The purchase of Common
Stock made by Koor pursuant to Purchase Agreement was made primarily for
investment purposes.
In connection with the Purchase Agreement, the Issuer and Koor
entered into a Registration Rights Agreement, dated as of May 17, 2000 (the
"Registration Rights Agreement"). The Registration Rights Agreement
provides that following the Closing, the Issuer will file a registration
statement with the Securities and Exchange Commission on Form S-3 to
register the Common Stock purchased by Koor under the Purchase Agreement.
In addition, under the terms of the Registration Rights Agreement, Koor
will be subject to a "lock-up" for several months following the Closing,
limiting Koor's ability to dispose of Common Stock.
The descriptions of the Purchase Agreement and the Registration
Rights Agreement set forth herein are only a summary of certain of the
provisions of such agreements and are qualified by reference to the text of
those agreements which are being filed as exhibits hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Koor is the direct beneficial owner of 1,000,000 shares of
Common Stock or approximately 5.2% of the outstanding shares of Common
Stock, based on 19,145,809 outstanding shares of Common Stock.
(b) Koor has sole voting and dispositive power with respect to the
1,000,000 shares of Common Stock beneficially owned by it.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by incorporation by
reference herein of the information set forth above under Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are filed as exhibits hereto:
Exhibit 1: Common Stock Purchase Agreement, dated May
17, 2000, by and between Electric Fuel
Corporation and Koor Industries Limited.
Exhibit 2: Registration Rights Agreement, dated May 17,
2000, by and between Electric Fuel Corporation
and Koor Industries Limited.
SIGNATURE
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.
KOOR INDUSTRIES LIMITED
By: /s/ Shlomo Heller
------------------------------
Name: Shlomo Heller
Title: General Counsel of Koor
Industries Limited
Dated: May 30, 2000
ANNEX A
Set forth below is the name, current business address, the
present principal occupation or employment and citizenship of each director
and executive officer of Koor Industries Limited. Unless otherwise
indicated, each person identified below is employed by Koor Industries
Limited. The principal address of Koor Industries Limited, and unless
otherwise indicated below, the current business address for each individual
listed below, is 21 Ha'arba'ah Street, Tel Aviv 64739, Israel.
<TABLE>
<CAPTION>
Name, Position with Koor Present Principal Occupation
and Business Address or Employment Citizenship
-------------------------------- ---------------------------------------- -------------------
<S> <C> <C> <C>
1. Charles R. Bronfman Director, Co-Chairman and Canada
Chairman of the Board Chairman of the Executive Committee
Seagram Building of The Seagram Company Ltd.
375 Park Avenue
New York, NY 10152
2. Jonathan Kolber Chief Executive Officer of Koor Canada and
Chief Executive Officer Israel
and Executive Vice
Chairman
3. Danny Biran President of Koor Israel
President
4. Andrew Hauptman Businessman United States
Director
14 Walpole Street
London SW34QP
England
5. Samuel Minzberg President and Chief Executive Officer Canada
Director of Claridge Inc. (Investments)
Claridge Inc.
1170 Peel Street
Montreal
Quebec H3B4P2
Canada
6. Eli Hurvitz President of Teva Pharmaceutical Israel
Director Industries Ltd.
5 Bazel Street
Kiriat Arieh
Petah Tiqva 49131
Israel
7. Joseph Dauber Joint General Manager of Bank Israel
Director Hapoalim B.M.
63 Yehuda Halevi Street
Tel Aviv 66883
Israel
8. Avi Harel Senior Assistant Managing Director of Israel
Director Bank Hapoalim B.M.
63 Yehuda Halevi Street
Tel Aviv 66883
Israel
9. Moshe Dovrat Economics Consulting Israel
Independent Director
71 Mendes Street
Ramat Gan 52653
Israel
10. Jacob Hornick Professor, Tel Aviv University Leon Israel
Independent Director Recanati Graduate School of Business
Tel Aviv University
Leon Recanati Graduate
School of Business
Ramat Aviv
Tel Aviv 69978
Israel
11. Ron Feinstein Senior Partner in the Law Office of Israel
Director Feinstein and Feinstein
14 Hatibonim Street
Jerusalem 92386
Israel
12. Joseph Ben-Shalom Vice President and Chief Financial Israel
Vice President and Chief Officer of Koor
Financial Officer
13. Gil Leidner Vice President of Koor Israel
Vice President
14. Shlomo Heller General Counsel and Corporate Israel
General Counsel and Secretary of Koor
Corporate Secretary
15. Gabriella Shalev Professor at the Hebrew University Israel
Director
3 David Yelin Street
Tel Aviv 62964
Israel
16. Aron Zuker Vice President of Koor Israel
Vice President
34 Ben Gurion Street
Ramat Hasharon 47321
Israel
</TABLE>
ANNEX B
ANNEX B-1
Set forth below is the name, current business address, the present
principal occupation or employment and citizenship of each director and
executive officer of Claridge Israel L.L.C. Unless otherwise indicated,
each person identified below is employed by Claridge Israel L.L.C. The
principal address of Claridge Israel L.L.C., and unless otherwise indicated
below, the current business address for each individual listed below, is
c/o Goodman Phillips & Vineberg, 430 Park Avenue, New York, New York 10022.
<TABLE>
<CAPTION>
Name, Position with Claridge Present Principal Occupation
and Business Address or Employment Citizenship
-------------------------------- ---------------------------------------- -------------------
<S> <C> <C> <C>
1. Charles R. Bronfman Director, Co-Chairman and Canada
Chairman and Manager Chairman of the Executive Committee
Seagram Building of The Seagram Company Ltd.
375 Park Avenue
New York, NY 10152
2. Gary J. Gartner Resident counsel of Canada
Manager Goodman Phillips & Vineberg
3. Jeffrey D. Scheine Resident counsel of United States
Manager Goodman Phillips & Vineberg
4. Samuel Minzberg President and Chief Executive Officer Canada
President of Claridge Inc.
1170 Peel Street, 8th Fl.
Montreal
Quebec H3B 4P2
Canada
5. Andrew J. Parsons Senior Vice President of Claridge Inc. Canada
Vice President
1170 Peel Street, 8th Fl.
Montreal
Quebec H3B 4P2
Canada
6. Richard P. Doyle Senior Vice President of Claridge Inc. Canada
Vice President
1170 Peel Street, 8th Fl.
Montreal
Quebec H3B 4P2
Canada
7. Michel Boucher Vice President of Claridge Inc. Canada
Vice President
1170 Peel Street, 8th Fl.
Montreal
Quebec H3B 4P2
Canada
</TABLE>
ANNEX B-2
Set forth below is the name, current business address, the present
principal occupation or employment and citizenship of each trustee of The
Charles R. Bronfman Trust. The principal address of The Charles R. Bronfman
Trust, and unless otherwise indicated below, the current business address
for each individual listed below, is c/o Goodman Phillips & Vineberg, 430
Park Avenue, New York, New York 10022.
<TABLE>
<CAPTION>
Present Principal Occupation
Name and Business Address or Employment Citizenship
-------------------------------- ---------------------------------------- -------------------
<S> <C> <C>
1. Gary J. Gartner Resident counsel of Canada
Goodman Phillips & Vineberg
2. Jeffrey D. Scheine Resident counsel of United States
Goodman Phillips & Vineberg
3. Steven H. Levin Resident counsel of United States
Goodman Phillips & Vineberg
</TABLE>
ANNEX B-3
Set forth below is the name, current business address, the present
principal occupation or employment and citizenship of each trustee of The
Charles Bronfman Trust. The principal address of The Charles Bronfman
Trust, and unless otherwise indicated below, the current business address
for each individual listed below, is c/o Goodman Phillips & Vineberg, 430
Park Avenue, New York, New York 10022.
<TABLE>
<CAPTION>
Present Principal Occupation
Name and Business Address or Employment Citizenship
------------------------------- ---------------------------------------- -------------------
<S> <C> <C>
1. Gary J. Gartner Resident counsel of Canada
Goodman Phillips & Vineberg
2. Jeffrey D. Scheine Resident counsel of United States
Goodman Phillips & Vineberg
3. Steven H. Levin Resident counsel of United States
Goodman Phillips & Vineberg
</TABLE>
ANNEX C
Set forth below is the name, current business address, the present
principal occupation or employment and citizenship of each director and
executive officer of Anfield Ltd. Unless otherwise indicated, each person
identified below is employed by Anfield Ltd. The principal address of
Anfield Ltd., and unless otherwise indicated below, the current business
address for each individual listed below, is c/o Herzog, Fox & Neeman, Asia
House, 4 Weizmann Street, Tel Aviv 64239, Israel.
<TABLE>
<CAPTION>
Present Principal Occupation
Name and Business Address or Employment Citizenship
-------------------------------- ---------------------------------------- -------------------
<S> <C> <C> <C>
1. Michael Fox Partner, Herzog, Fox Israel
& Neeman (attorneys)
2. Alan Sacks Partner, Herzog, Fox Israel
& Neeman (attorneys)
</TABLE>
EXHIBIT INDEX
Exhibit 1: Common Stock Purchase Agreement, dated May 17, 2000, by
and between Electric Fuel Corporation and Koor Industries
Limited.
Exhibit 2: Registration Rights Agreement, dated May 17, 2000, by and
between Electric Fuel Corporation and Koor Industries Limited.
