UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 32)
G. Willi-Food International Ltd.
(Name of Issuer)
Ordinary Shares, nominal value NIS 0.10 per share
(Title of Class of Securities)
M52523103
(CUSIP Number)
4 Nahal Harif St.,
Yavne 81224, Israel
Attention: Amir Kaplan, Chief Financial Officer
with a copy to:
Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co.
One Azrieli Center
Tel Aviv 67021, Israel
Attn: Perry Wildes, Adv.
972-3-607-4444
Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications
November 15, 2017
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: o
Note: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
| CUSIP No.: M52523103 | SCHEDULE 13D | Page 2 of 13 Pages |
| 1 | NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph Williger | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS PF | ||
| 5 | CHECK 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- | |
| 8 | SHARED VOTING POWER 9,187,988 Ordinary Shares (1) | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 9,187,988 Ordinary Shares (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,187,988 Ordinary Shares (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.39% (2) | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| (1) | Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"), (ii) 771,075 Ordinary Shares held directly by B.S.D Crown LTD. ("B.S.D"), (iii) 12,000 Ordinary Shares held directly by Joseph Williger (“JW”), and (iv) 204,371 Ordinary Shares held directly by Zwi Williger ("ZW"). JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act. See Item 5. The beneficial ownership of the Ordinary Shares is further described in Item 5. |
| (2) | Based on 13,240,913 Ordinary Shares outstanding as of November 5, 2018 (as provided by the Issuer). |
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| CUSIP No.: M52523103 | SCHEDULE 13D | Page 3 of 13 Pages |
| 1 | NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zwi Williger | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS PF | ||
| 5 | CHECK 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- | |
| 8 | SHARED VOTING POWER 9,187,988 Ordinary Shares (1) | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 9,187,988 Ordinary Shares (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,187,988 Ordinary Shares (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.39% (2) | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| (1) | Consists of (i) 8,200,542 Ordinary Shares held directly by WIL, (ii) 771,075 Ordinary Shares held directly by B.S.D, (iii) 12,000 Ordinary Shares held directly by JW, and (iv) 204,371 Ordinary Shares held directly by ZW. JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act. See Item 5. The beneficial ownership of the Ordinary Shares is further described in Item 5. |
| (2) | Based on 13,240,913 Ordinary Shares outstanding as of November 5, 2018 (as provided by the Issuer). |
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| CUSIP No.: M52523103 | SCHEDULE 13D | Page 4 of 13 Pages |
| 1 | NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B.S.D. Crown LTD. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK 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- | |
| 8 | SHARED VOTING POWER 8,971,617 Ordinary Shares (1) | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 8,971,617 Ordinary Shares (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,971,617 Ordinary Shares (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.76% (2) | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| (1) | Consists of (i) 8,200,542 Ordinary Shares held directly by WIL, and (ii) 771,075 Ordinary Shares held directly by B.S.D. The beneficial ownership of the Ordinary Shares is further described in Item 5. |
| (2) | Based on 13,240,913 Ordinary Shares outstanding as of November 5, 2018 (as provided by the Issuer). |
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| CUSIP No.: M52523103 | SCHEDULE 13D | Page 5 of 13 Pages |
| 1 | NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Willi-Food Investments Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK 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- | |
| 8 | SHARED VOTING POWER 8,200,542 Ordinary Shares | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 8,200,542 Ordinary Shares | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,200,542 Ordinary Shares | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.93% (1) | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| (1) | Based on 13,240,913 ordinary shares outstanding as of November 5, 2018 (as provided by the Issuer). |
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This Amendment No. 32 (the "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission October 7, 2002.
Item 1. Security and Issuer.
The Amendment relates to the ordinary shares, NIS 0.10 nominal value per share (the “Ordinary Shares”), of G. Willi-Food International Ltd. (the “Issuer”), an Israeli company with principal executive offices at 4 Nahal Harif St., Yavne 8110602, Israel.
Item 2. Identity and Background.
Item 2 of Schedule 13D, “Identity and Background” is amended and restated to read as follows:
This Amendment to Schedule 13D is being filed jointly by Willi-Food Investments Ltd. (“WIL”), B.S.D Crown LTD. (“B.S.D”), Joseph Williger (“JW”), Zwi Williger ("ZW") (the foregoing, collectively, the “Reporting Persons”). The agreement among the Reporting Persons relating to the joint filing of this Amendment to Schedule 13D is attached as an exhibit hereto.
WIL is controlled by its majority shareholder, B.S.D (formerly known as Emblaze Ltd.). JW owns 24.03% of B.S.D's outstanding shares (excluding dormant shares) through two companies, each of which wholly owned by JW (namely, Y.M Dekel Holding and Investments Ltd. ("YMDHI"), and Yossi Willi Management and Investment Ltd. ("YWMI")). ZW owns 24.67% of B.S.D's outstanding shares (excluding dormant shares), directly and through Zvi V and Co. Ltd., an Israeli private company wholly owned by ZW ("ZVI&C").
WIL, an Israeli company traded on the Tel Aviv Stock Exchange (symbol: WLFD), acts as a holding company for the shares of the Issuer, which imports and markets food products. The business address of WIL is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel. B.S.D, an Israeli company listed for trading on the London Stock Exchange (symbol: BSD), holds WIL shares. The business address of B.S.D is 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, Israel. YMDHI and YWMI are both holding companies incorporated in Israel that hold shares of B.S.D. The business address of both YMDHI and YWMI is 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, Israel. JW is the sole director of YMDHI and YWMI, the Chairman of the Board of Directors of B.S.D, a director of WIL, and a Co-Chairman of the Board of Directors of the Issuer. His principal employment is business management. JW is a citizen of Israel, and his residence or business address is 76 Kaplan St hertzliya 4674311 , Israel.
ZW, the brother of JW, is a director of B.S.D, the Chairman of WIL and a Co-Chairman of the Board of Directors of the Issuer. ZW is a citizen of Israel and his principal employment is business management. ZVI&C is a holding company incorporated in Israel that holds shares of B.S.D. The business address of both ZW and ZVI&C is 7 Hashikma St., Savion, Israel.
Unless included above, set forth on Schedule I hereto, which is incorporated herein by reference, is the name, present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship of the directors and executive officers of each Reporting Person.
During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned in this Item 2 or listed on Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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.
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Item 3. Source and Amount of Funds or other Consideration.
Item 3 of Schedule 13D, "Source and Amount of Funds or other Consideration" is amended by adding the following paragraph:
On October 24, 2017 JW acquired 12,000 Ordinary Shares of the Issuer in the open market for aggregate consideration of $65,270.
From October 11, 2017 to September 28, 2018, ZW acquired 199,458 Ordinary Shares of the Issuer in the open market for aggregate consideration of $1,226,951.
Since the last amendment to Schedule 13D filed on August 3, 2017, (i) JW increased his holdings in B.S.D. through YMDHI and YWMI to 31,084,880 shares of B.S.D, which constitute 24.03% of the outstanding shares of B.S.D (excluding dormant shares), and (ii) ZW increased his holdings in B.S.D. directly and through ZVI&C to 31,916,279 shares of B.S.D, which constitute 24.67% of the outstanding shares of B.S.D (excluding dormant shares).
Each of JW and ZW used his personal funds to acquire their respective holdings in the Issuer and B.S.D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, “Interest in Securities of the Issuer” is amended and restated to read as follows:
(a) and (b)
As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately 61.93% of the outstanding Ordinary Shares. Thus, as of the date hereof, WIL may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
WIL is controlled by its majority shareholder, B.S.D, which directly owns 771,075 Ordinary Shares of the issuer . JW owns through YMDHI 14.95% of B.S.D's outstanding shares (excluding dormant shares), and owns through YWMI 9.08%% of B.S.D's outstanding shares (excluding dormant shares), and collectively 24.03% of B.S.D's outstanding shares (excluding dormant shares) and holds the right to vote those shares. In addition, ZW owns through ZVI&C 10.93% of B.S.D's outstanding shares (excluding dormant shares), and owns directly 13.74% of B.S.D's outstanding shares (excluding dormant shares), and collectively 24.67% of B.S.D's outstanding shares (excluding dormant shares) and holds the right to vote those shares, which if combined with JW holdings' constitutes a 48.70% holdings of B.S.D. Accordingly, B.S.D, JW and ZW may each be deemed to beneficially own 9,187,988 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by B.S.D, 12,000 Ordinary Shares held by JW and 204,371 Ordinary Shares held by ZW), or approximately 69.39% of the outstanding Ordinary Shares.
Each Reporting Person disclaims beneficial ownership of any Ordinary Shares except to the extent of his or its pecuniary interest therein. Neither the filing of this Amendment to Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.
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Because JW and ZW are brothers, both serve as a Co-Chairman of the Board of Directors of the Issuer, and JW is beneficial owner of 24.03% of the outstanding shares of B.S.D and ZW is beneficial owner of 24.67% of the outstanding shares of B.S.D, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. However, ZW and JW have not acted in concert in connection with the transactions described herein and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in B.S.D., WIL or the Issuer, and they disclaim the existence of any such group.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.
(c) Except as set forth in the table below, to the best knowledge of the Reporting Persons, none of the Reporting Persons and no other person or entity described in Item 2 of this report has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Ordinary Shares.
| Date | Purchaser | Number of shares | Price in USD | ||||||
| September 4, 2018 | ZW | 5,000 | 7.00 | ||||||
| September 26, 2018 | ZW | 2,371 | 6.90 | ||||||
| September 26, 2018 | ZW | 5,000 | 6.99 | ||||||
| September 28, 2018 | ZW | 2,000 | 7.00 | ||||||
| TOTAL | 14,371 | ||||||||
All such shares were purchased on the open market.
(d) No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividend from, or the proceeds from the sale of, the Ordinary Shares referred to in this Item 5.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Item 7 of Schedule 13D, “Material to be Filed as Exhibits” is amended and restated to read as follows:
Exhibits:
| Number | Description |
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this Statement is true, correct and complete.
Dated: November 5, 2018
/s/ Joseph Williger Joseph Williger /s/ Zwi Williger Zwi Williger B.S.D CROWN LTD. By: /s/ Moran Attar Name: Moran Attar Title: Financial Controller WILLI-FOOD INVESTMENTS LTD. By: /s/ Amir Kaplan Name: Amir Kaplan Title: CFO |
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Schedule 1
Unless otherwise provided in Item 2, set forth below are the names of the directors and executive officers B.S.D. Crown LTD., and Willi-Food Investments Ltd., and their present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship. In addition, any service of such persons as officers or directors of the Issuer is also indicated. The citizenship of all those listed below is Israel unless otherwise noted.
| Name | Joseph Williger | Avi Zigelman | Gil Hochboim |
| Position in B.S.D, WIL, or Issuer | Chairman of the Board of Directors of B.S.D, director in WIL, and a Co-Chairman of the Board of Directors of the Issuer | Director of B.S.D | Director in B.S.D, WIL and the Issuer |
| Residence or business address | 7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel | 2 Dov Carmi St., Tel-Aviv, Israel | 33 Mukasey St., Rehovot, Israel |
| Present principal occupation or employment | Director | Financial Advisor | CFO of S.R. Accord Ltd. |
| Name of corporation or organization where employed | Yossi Willi Management and Investments Ltd | Self employed | S.R. Accord Ltd. |
| Address of corporation or organization where employed | 7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel | N/A | 10 Klozner St., Ramle, Israel |
| Description of principal business of corporation or organization where employed | Management and Investments | N/A | S.R. Accord Ltd. is active in the financial market. It is a public Israeli company traded on TASE. |
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| Name | Zwi Williger | Iris Even-Tov | Shlomo Z. Wertheim |
| Position in B.S.D, WIL, or Issuer | Director in B.S.D, the Chairman of WIL and a Co-Chairman of the Board of Directors of the Issuer | External Director in B.S.D. | External Director in B.S.D. |
| Residence or business address | Nachal Harif Street Northern Industrial Area Yavne, 81106022 | 20 Lea Goldberg St., Tel-Aviv, Israel | 14 Ashfela St., Ramat-Hasharon, Israel |
| Present principal occupation or employment | Director | CFO and accountant services | Advocate, legal & business advisor |
| Name of corporation or organization where employed | ZVI V & CO. | Business Growth | S.T. Wertheim |
| Address of corporation or organization where employed | Nachal Harif Street Northern Industrial Area Yavne, 81106022 | 20 Lea Goldberg St., Tel-Aviv, Israel | 14 Ashfela St., Ramat-Hasharon, Israel |
| Description of principal business of corporation or organization where employed | Management and Investments | Financial and accountant services | Law Firm |
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| Name | Benzi Sao | Kobi Navon | Ziv Ironi |
| Position in B.S.D, WIL, or Issuer | Independent Director of WIL and of the Issuer | Independent director in WIL and of the Issuer | External director of WIL and of the Issuer |
| Residence or business address | 42 Hazav St., Kfar Vradim, Israel | 13 David Ben Gurion St., Bnei Brak, Israel | 2 Ibn Gvirol St., Tel Aviv, Israel |
| Present principal occupation or employment | Security | CPA (Israel) | Corporate litigator |
| Name of corporation or organization where employed | SIGNAL – intelligence group | Navon Waisfeld & Co. | Ziv Ironi Advocates & Notary |
| Address of corporation or organization where employed | 26 Histadrut St., Petach Tikva | 13 David Ben Gurion St., Bnei Brak | 2 Ibn Gvirol St., Tel Aviv, Israel. |
| Description of principal business of corporation or organization where employed | Consultation in intelligence, investigations and security | Senior partner | Law Office |
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| Name | Ronit Zalman Malach | Michael Luboschitz | Amir Kaplan |
| Position in B.S.D, WIL, or Issuer | External director of WIL and of the Issuer | CEO of WIL and the Issuer | CFO of WIL and the Issuer |
| Residence or business address | 16 Hana Ruvina St., Rishon Lezion 7576258, Israel | 4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel | 4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel |
| Present principal occupation or employment | Consultant to public companies | CEO of WIL and Issuer | CFO of WIL and Issuer |
| Name of corporation or organization where employed | Self employed | WIL and Issuer | WIL and Issuer |
| Address of corporation or organization where employed | 16 Hana Rubina St., Rishon Lezion 7576258, Israel | 4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel | 4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel |
| Description of principal business of corporation or organization where employed | Certified Public Accountant & Independent Corporate Finance Professional | Importing and marketing of food products | Importing and marketing of food products |
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