UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) |
| ELBIT IMAGING LTD. |
| (Name of Issuer) |
Ordinary Shares, Nominal Value NIS 1.00 per share (Title of Class of Securities) M 3760510 (CUSIP Number) |
Shimon Yitzhaki 2 Weitzman St. Tel-Aviv 64239 Israel 972-3-608-6000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
May 8, 2011 |
| (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o. |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-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 (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). |
(Continued on following pages) (Page 1 of 9 Pages) |
CUSIP No. M 3760510 | 13D | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSON: Europe-Israel (M.M.S.) Ltd. (“Europe-Israel”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS: BK | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER: 12,084,194 shares | |
| 8 | SHARED VOTING POWER : 0 shares | ||
| 9 | SOLE DISPOSITIVE POWER : 12,084,194 shares | ||
| 10 | SHARED DISPOSITIVE POWER: 0 shares | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12,084,194 shares | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions): o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.56 %* | ||
| 14 | TYPE OF REPORTING PERSON: CO | ||
CUSIP No. M 3760510 | 13D | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSON: Control Centers Ltd. (“Control Centers”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS: N/A | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER: 0 shares | |
| 8 | SHARED VOTING POWER : 12,109,031 shares*** | ||
| 9 | SOLE DISPOSITIVE POWER : 0 shares | ||
| 10 | SHARED DISPOSITIVE POWER: 12,109,031 shares** | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12,109,031 shares** | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions): | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.66 %* | ||
| 14 | TYPE OF REPORTING PERSON: CO | ||
| * | Based on 24,885,833 ordinary shares of the Issuer outstanding as of May 9, 2011 (excluding 3,388,910 treasury shares held by the Issuer or for the Issuer’s benefit, which do not have any voting or economic rights under Israeli law). |
| ** | Includes 12,084,194 ordinary shares of the Issuer beneficially owned by Europe-Israel, with respect to which Control Centers may be deemed to have shared power of voting and disposition by virtue of its holding of 100% of the issued and outstanding ordinary shares of Europe-Israel. Also includes 24,837 ordinary shares of the Issuer beneficially owned by Marina Hertzelia (Limited Partnership) 1988, an Israeli limited partnership, the general partner of which is wholly-owned by Control Centers |
CUSIP No. M 3760510 | 13D | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSON: Marina Hertzelia (Limited Partnership) 1988(“Marina”)** I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS: BK | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER: 0 shares | |
| 8 | SHARED VOTING POWER : 24,837 shares | ||
| 9 | SOLE DISPOSITIVE POWER : 0 shares | ||
| 10 | SHARED DISPOSITIVE POWER: 24,837 shares | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 24,837 shares | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions): | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1%* | ||
| 14 | TYPE OF REPORTING PERSON: PN | ||
| * | Based on 24,885,833 ordinary shares of the Issuer outstanding as of May 9, 2011 (excluding 3,388,910 treasury shares held by the Issuer or for the Issuer’s benefit, which do not have any voting or economic rights under Israeli law). |
| ** | Marina Hertzelia (Limited Partnership) 1988 is an Israeli limited partnership, the general partner of which is wholly-owned by Control Centers Ltd., a private company controlled by Mr. Mordechay Zisser. |
CUSIP No. M 3760510 | 13D | Page 5 of 10 |
| 1 | NAME OF REPORTING PERSON: Mordechay Zisser I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS: PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER: 94,603 shares | |
| 8 | SHARED VOTING POWER : 12,109,031 shares* | ||
| 9 | SOLE DISPOSITIVE POWER : 94,603 shares | ||
| 10 | SHARED DISPOSITIVE POWER: 12,109,031 shares* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12,203,634 shares ** | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions): x | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 49.04 %* | ||
| 14 | TYPE OF REPORTING PERSON: IN | ||
| * | Based on 24,885,833 ordinary shares of the Issuer outstanding as of May 9, 2011 (excluding 3,388,910 treasury shares held by the Issuer or for the Issuer’s benefit, which do not have any voting or economic rights under Israeli law). |
| ** | Includes (i) 12,084,194 Issuer shares held by Europe-Israel, which may be deemed to be beneficially owned by Mr. Zisser, by virtue of his control of Control Centers, a private company which owns 100% of the issued and outstanding ordinary shares of Europe-Israel; (ii) 24,837 Issuer shares held by Marina, an Israeli limited partnership, the general partner of which is wholly-owned by Control Centers, a private company wholly owned by Mr. Zisser; and (iii) 94,603 Issuer shares held by Mr. Zisser. |
Except as set forth in this Item 5(a), the Reporting Persons do not beneficially own any Ordinary Shares. The percentages stated above are based on 24,885,833 Ordinary Shares outstanding as of May 5, 2011 ((excluding 3,388,910 treasury shares held by the Issuer or for the Issuer’s benefit, which do not have any voting or economic rights under Israeli law). |
Europe-Israel (M.M.S.) Ltd. By: /s/ Mordechay Zisser Mordechay Zisser Chairman of the board of directors Control Centers Ltd. By: /s/ Mordechay Zisser Mordechay Zisser Chairman of the board of directors Marina Herzelia (Limited Partnership) 1988 By: /s/ Mordechay Zisser Mordechay Zisser Marina Herzelia Ltd., General Partner /s/ Mordechay Zisser Mordechay Zisser |
