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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 2054
_____________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13(d)-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13(d)-2(a)
KOOR INDUSTRIES LTD.
--------------------
(Name of Issuer)
Ordinary Shares/American Depositary Shares
------------------------------------------
(Title of Class of Securities)
500 507 108
-----------
(CUSIP Number)
David J. Goldschmidt, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square, New York, NY 10036
(212) 735-3000
--------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
July 25, 2005
-------------
(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), Rule 13d-1(f) or Rule 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 to be 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 ("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.: 500 507 108 Schedule 13D Page 2 of 10 Pages
-------- -----------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Anfield Ltd.
-------- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
-------- -----------------------------------------------------------------------
3. SEC USE ONLY
-------- -----------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions)
BK, WC, AF, OO
-------- -----------------------------------------------------------------------
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
-------- -----------------------------------------------------------------------
7. SOLE VOTING POWER 611,694
---------- ------------------------------------------------
NUMBER OF SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY ---------- ------------------------------------------------
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER 611,694
PERSON WITH: ---------- ------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
-------- -----------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,694
-------- -----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X| *
-------- -----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
-------- -----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
-------- -----------------------------------------------------------------------
* Excludes 113,236 Ordinary Shares directly owned by the Charles Rosner
Bronfman Family Trust ("CRBFT"), 2,271,167 Ordinary Shares indirectly owned by
CRBFT, and 57,576 Ordinary Shares directly owned by CBT Holdings LLC that may
be deemed to be beneficially owned by Anfield Ltd. Please refer to Item 5(a) of
this Schedule 13D
CUSIP No.: 500 507 108 Schedule 13D Page 3 of 10 Pages
-------- -----------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Kolber
-------- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
-------- -----------------------------------------------------------------------
3. SEC USE ONLY
-------- -----------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions)
BK, WC, AF, OO
-------- -----------------------------------------------------------------------
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
-------- -----------------------------------------------------------------------
7. SOLE VOTING POWER 145,834*
---------- ------------------------------------------------
NUMBER OF SHARES 8. SHARED VOTING POWER 611,694
BENEFICIALLY ---------- ------------------------------------------------
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER 145,834*
PERSON WITH: ---------- ------------------------------------------------
10. SHARED DISPOSITIVE POWER 611,694
-------- -----------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
757,528
-------- -----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X| **
-------- -----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
-------- -----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------- -----------------------------------------------------------------------
* Comprised of Ordinary Shares subject to exercisable options in favor of
Jonathan Kolber.
** Excludes 113,236 Ordinary Shares directly owned by the Charles Rosner
Bronfman Family Trust ("CRBFT"), 2,271,167 Ordinary Shares indirectly owned by
CRBFT, and 57,576 Ordinary Shares directly owned by CBT Holdings LLC that may
be deemed to be beneficially owned by Jonathan Kolber as a result of his
ownership of Anfield Ltd. Please refer to Item 5(a) of this Schedule 13D.
CUSIP No.: 500 507 108 Schedule 13D Page 4 of 10 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Ordinary Shares of NIS
0.001 nominal value each (the "Ordinary Shares") of Koor Industries Ltd. (the
"Issuer"), an Israeli corporation with its principal executive offices at 14
Hamalecha Street, Rosh Ha'ayin 48091 Israel.
The Ordinary Shares are listed for trading on the Tel Aviv Stock
Exchange ("TASE") in Israel. The Ordinary Shares are also listed for trading on
The New York Stock Exchange ("NYSE") in the form of American Depositary Shares
("ADSs") evidenced by American Depositary Receipts. Each ADS represents
one-fifth (0.20) of an Ordinary Share.
All "dollar" or "$" reference is to U.S. dollars unless otherwise
indicated. All "NIS" references are to new Israeli shekels.
Item 2. Identity and Background.
(a) and (f) This Schedule 13D is being filed by Anfield Ltd., an
Israeli corporation ("Anfield") and by Jonathan Kolber, an Israeli citizen who
is the sole shareholder of Anfield and the Chief Executive Officer of the
Issuer.
(b) Anfield has its principal office at c/o Herzog, Fox & Neeman, Asia
House, 4 Weizmann Street, Tel Aviv, 64239, Israel. Jonathan Kolber has his
business address at c/o Koor Industries Ltd., 14 Hamalecha Street, Rosh Ha'ayin
48091 Israel. Schedule I to this Statement contains the name, residence or
business address, present principal occupation and citizenship of each of the
Directors of Anfield (collectively, the "Schedule I Persons"). Anfield does not
have any executive officers (as is permitted under applicable Israeli law).
(c) Jonathan Kolber's principal occupation is serving as the Issuer's
Chief Executive Officer. Anfield's principal business consists of the
acquisition, ownership, disposition and reinvestment of investment assets and
related business activities.
(d) During the past five years, neither Jonathan Kolber, Anfield nor,
to the best of their knowledge, any of the Schedule I Persons have been
convicted in a criminal proceeding.
(e) During the past five years, neither Jonathan Kolber, Anfield nor,
to the best of their knowledge, any of the Schedule I Persons have been a party
to any civil proceeding as a result of which it has been 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.
CUSIP No.: 500 507 108 Schedule 13D Page 5 of 10 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Background
The interests of Anfield in the Issuer have been reflected, from
October 23, 1997 until January 5, 2004, in the Schedule 13D originally filed by
Columbus Capital Corporation, Claridge Israel Limited and Anfield (as such
filing has been amended by Amendments 1 through 18 thereto, the "Original
Filing"), and from January 5, 2004 through June 24, 2004, in the Schedule 13D
filed by Anfield and Jonathan Kolber,(as such filing has been amended by
Amendment 1 thereto, the "Separate Filing" and together with the Original
filing, the "Prior Filings"). Amendment 16 to the Original Filing, which was
filed contemporaneously with the original Separate Filing on June 5, 2004 and
reflected, among other things, the termination of all voting arrangements
between Anfield and the other "Reporting Persons" named in the Original Filing.
Amendment 1 to the Separate Filing, which was filed on June 24, 2004, reflected
among other things, the disposition of certain Ordinary Shares by Anfield,
following which each of Anfield and Jonathan Kolber ceased to be the beneficial
owner of more than five percent (5%) of the Ordinary Shares of the Issuer.
As a result of Anfield acting together with CBT Holdings LLC, a
Delaware limited liability company ("CBT Holdings"), and the Charles Rosner
Bronfman Family Trust, a trust organized under the laws of the Province of
Quebec ("CRBFT"), in acquiring Ordinary Shares, as described below in Item 4
below, Anfield may be deemed to be a member of a "group" under Section 13(d)(3)
of the Exchange Act and Rule 13d-5(b)(1) thereunder (a "Section 13(d) group").
As a result, Anfield and Jonathan Kolber, as the sole shareholder of Anfield,
may be deemed to have shared beneficial ownership of the Ordinary Shares
beneficially owned by CBT Holdings and CRBFT. Accordingly, Anfield and Jonathan
Kolber are filing a new Schedule 13D, although they disclaim beneficial
ownership of any Ordinary Shares of which they may be deemed to have shared
beneficial ownership as a member of any such Section 13(d) group.
Jonathan Kolber was granted 175,000 options to acquire Ordinary Shares
in October 2003. 145,834 of these options are currently exercisable and the
remaining options (29,166) will vest on December 31, 2005.
Source of Funds
The aggregate amount of funds used by Anfield in acquiring the
Ordinary Shares owned by it and reported in Item 5 is approximately
$83,597,109.
As noted in the Prior Filings, the aggregate amount of funds used by
Anfield in acquiring the 547,902 Ordinary Shares reported in the Prior Filings
is approximately $79,888,900. Such funds were made available to Anfield through
(i) a secured loan from Bank Hapoalim B.M. ("Bank Hapoalim") of NIS 137,670,000
bearing interest at floating rates keyed to LIBOR, in connection with which
Anfield pledged all its Ordinary Shares to Bank Hapoalim, (ii) net capital
contributions of approximately $24,250,000 from The Kolber Trust, the
predecessor to Jonathan Kolber as sole shareholder of Anfield, and (iii) the
balance from loans from The Kolber Trust. Partial repayments of the bank loan
described in (i) above were funded by Jonathan Kolber. The capital contributions
by The Kolber Trust in (iii) above were funded by (x) loans from each of
CUSIP No.: 500 507 108 Schedule 13D Page 6 of 10 Pages
The Charles Bronfman Trust and The Charles R. Bronfman Trust and (y)
the balance from the working capital of The Kolber Trust. Jonathan Kolber
acquired Anfield (and his indirect interest in the Issuer) in December 1998,
upon an in-kind distribution of the shares of Anfield by the trustees of The
Kolber Trust (of which he was and remains one of the discretionary
beneficiaries).
The aggregate amount of funds used by Anfield in acquiring the
additional 63,792 Ordinary Shares set forth in Item 5(c) is approximately
$3,708,209. Such funds were made available to Anfield through a secured credit
facility provided by Bank Hapoalim, in connection with which Anfield pledged
all the additional Ordinary Shares to Bank Hapoalim.
No contribution was required from Jonathan Kolber when the Issuer
granted him options to acquire its Ordinary Shares in October 2003.
Item 4. Purpose of Transaction.
Anfield originally acquired the 547,902 Ordinary Shares reported in
the Prior Filings for investment as part of a program (among Anfield and the
other "Reporting Persons" under the Prior Filings) to acquire a substantial
minority equity position in the Issuer. Insofar as Anfield is concerned, after
the termination of the voting arrangements described in the first paragraph of
Item 3, such program was terminated.
The 63,792 Ordinary Shares set forth in Section (c) of Item 5 were
acquired by Anfield for general investment purposes. From July 11, 2005 through
July 26, 2005, Anfield, CBT Holdings and CRBFT completed acquisitions of an
aggregate of 234,604 Ordinary Shares (63,792 of which were acquired by Anfield)
through one brokerage firm over the TASE. The reason for using one brokerage
firm was to avoid bidding against each other and to facilitate the
administration of the transactions.
Neither Anfield nor Jonathan Kolber has any present plans or proposals
that relate to or would result in any of the actions required to be described
in this Item 4. Anfield will, from time to time, review or reconsider its
position with respect to the Issuer and may formulate plans or proposals with
respect to any of such matters. Without limiting the foregoing, Anfield may in
the future seek to acquire additional Ordinary Shares and ADSs in market
transactions on the TASE or the NYSE and/or in privately negotiated
transactions. The decision of whether to acquire such additional Ordinary
Shares or ADSs and the timing of such acquisitions, if any, will depend, among
other things, on the prevailing prices for such securities, the availability of
other investment opportunities and Anfield's continuing assessment of the
desirability of increasing its position in the Issuer. Furthermore, Anfield
reserves the right to sell or otherwise dispose of Ordinary Shares and ADSs in
market transactions or negotiated private transactions at any time and from
time to time.
CUSIP No.: 500 507 108 Schedule 13D Page 7 of 10 Pages
Item 5. Interest in Securities of the Issuer.
All percentage calculations in this Schedule 13D are based on
16,131,986 Ordinary Shares represented in writing to be outstanding by an
officer of the Issuer on July 24, 2005, which amount excludes 15,799 Ordinary
Shares held by the Issuer and/or a subsidiary that do not have voting rights.
(a) Anfield is the direct beneficial owner of 611,694 Ordinary Shares,
or approximately 3.8% of the outstanding Ordinary Shares of the Issuer.
Jonathan Kolber is the direct beneficial owner of 145,834 Ordinary
Shares (representing the total number of options to acquire Ordinary Shares
held by Jonathan Kolber which are currently exercisable or become exercisable
within 60 days) and the indirect beneficial owner of 611,694 Ordinary Shares,
for an aggregate amount of 757,528 Ordinary Shares, or approximately 4.7% of
the outstanding Ordinary Shares of the Issuer.
In addition, by virtue of Anfield acting together with CBT Holdings
and CRBFT in acquiring 234,604 Ordinary Shares, as described above in Item 4,
Anfield may be deemed to be a member of a Section 13(d) group, as described
above in Item 3. As a result, Anfield and Jonathan Kolber, as the sole
shareholder of Anfield, may be deemed to have shared beneficial ownership of
the Ordinary Shares acquired by CBT Holdings (57,576 Ordinary Shares) and CRBFT
(113,236 Ordinary Shares), as well as 2,271,167 Ordinary Shares which are
indirectly beneficially owned by CRBFT. Anfield's status as a deemed member of
this Section 13(d) group results in its shared beneficial ownership of
3,053,673 Ordinary Shares, or 18.9% of the outstanding Ordinary Shares of the
Issuer, and Jonathan Kolber's status as a deemed member of this Section 13(d)
group results in his shared beneficial ownership of 3,199,507 Ordinary Shares
(including the 145,834 options to acquire Ordinary Shares), or 19.8% of the
outstanding Ordinary Shares of the Issuer. Anfield does not have any
post-acquisition plans or agreements with respect to the Ordinary Shares being
reported under this Schedule 13D, nor any plans or agreements with respect to
the Ordinary Shares that it may acquire in the future. Accordingly, Anfield and
Jonathan Kolber disclaim beneficial ownership of the 2,441,979 Ordinary Shares
of which they may be deemed to have shared beneficial ownership as a member of
any such Section 13(d) group.
(b) Anfield has sole voting and dispositive power with respect to the
611,694 Ordinary Shares beneficially owned by it, subject to the pledge in
favor of Bank Hapoalim referred to in Item 3.
Jonathan Kolber has sole voting and dispositive power with respect to
the 145,834 Ordinary Shares subject to currently exercisable options, which are
deemed to be beneficially owned by him, and has shared voting and dispositive
power with respect to the 611,694 Ordinary Shares beneficially owned by
Anfield.
CUSIP No.: 500 507 108 Schedule 13D Page 8 of 10 Pages
(c) Except as set forth below, during the last sixty days there have
been no transactions in the Ordinary Shares effected by Anfield, nor, to the
best of its knowledge, by any of the Schedule I Persons.
-------------------------------------------------------------------------
Number of Price (US$) per
Date Ordinary Shares Ordinary Share
-------------------------------------------------------------------------
July 11, 2005 1,550 54.285902
-------------------------------------------------------------------------
July 12, 2005 5,940 56.691313
-------------------------------------------------------------------------
July 13, 2005 1,980 56.759066
-------------------------------------------------------------------------
July 14, 2005 6,262 57.665333
-------------------------------------------------------------------------
July 17, 2005 4,400 57.043186
-------------------------------------------------------------------------
July 18, 2005 1,914 57.234926
-------------------------------------------------------------------------
July 19, 2005 258 57.170966
-------------------------------------------------------------------------
July 20, 2005 3,400 58.140821
-------------------------------------------------------------------------
July 21, 2005 5,500 58.523077
-------------------------------------------------------------------------
July 24, 2005 618 58.622222
-------------------------------------------------------------------------
July 25, 2005 9,360 58.952019
-------------------------------------------------------------------------
July 25, 2005 660 58.706687
-------------------------------------------------------------------------
July 26, 2005 21,950 58.871367
-------------------------------------------------------------------------
All of the above acquisitions were effected through the same brokerage
firm on the TASE.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Jonathan Kolber, the sole shareholder of Anfield, is the Chief
Executive Officer of the Issuer.
Anfield has pledged all the Ordinary Shares owned by it as security
for the Bank Hapoalim loans referred to in Item 3. All voting rights and other
incidents of ownership remain with Anfield until such time as it may have
defaulted in its obligations under its loan documentation.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1. Joint Filing Agreement.
* * *
CUSIP No.: 500 507 108 Schedule 13D Page 9 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned hereby certify that the information contained in this statement
is true, complete and correct.
Dated: July 27, 2004.
ANFIELD LTD.
By: /s/ Alan Sacks
---------------------------
Name: Alan Sacks
Title: Director
/s/ Jonathan Kolber
--------------------------------
JONATHAN KOLBER
CUSIP No.: 500 507 108 Schedule 13D Page 10 of 10 Pages
SCHEDULE I
TO SCHEDULE 13D
Information with Respect to
Shareholder and Directors of Anfield Ltd.
ANFIELD LTD.
Shareholder of Present Business Present Principal
Anfield Ltd. Address Occupation Citizenship
------------ ------- ---------- -----------
Jonathan Kolber c/o Koor Industries Ltd. Chief Executive Officer Koor Israel
14 Hamalecha Street Rosh Ha'ayin Industries Ltd.
48091 Israel
Board of
Directors of
Anfield Ltd.*
-------------
Michael Fox c/o Herzog, Fox & Neeman Attorney, Israel
4 Weizmann Street Herzog, Fox & Neeman
64239, Tel Aviv, Israel (Law Firm)
Alan Sacks c/o Herzog, Fox & Neeman, Attorney, Israel
4 Weizmann Street Herzog, Fox & Neeman
64239, Tel Aviv, Israel (Law Firm)
* Under applicable Israeli law, Anfield is not required to have any executive officers.