Page 1 of 8 pages.
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2003
Electrochemical Industries (1952) Ltd.
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(Translation of registrant's name into English)
Haifa Bay
Acre Industrial Area
P.O. Box 1929
Haifa, 31019 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.)
Yes X No
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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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The following item or items, which are filed herewith, were either filed by
or with respect to Electrochemical Industries (1952) Ltd. ("EIL") with the
Tel-Aviv Stock Exchange, or distributed by EIL to its security holders, on the
date or dates indicated.
Item Filing/Distribution Date
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1. Immediate Report filed with the Tel-Aviv
Stock Exchange May 21, 2003
ITEM 1
ELECTROCHEMICAL INDUSTRIES (1952) LTD. ("THE COMPANY")
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May. 21, 03
Time:14:30
Messrs. Messrs. Messrs.
Securities Tel Aviv Stock Exchange The Registrar of
Authority Limited Companies
22 Kanfei 54 Echad Ha'am Street P.O Box 767
Nesharim Street
Jerusalem 95464 Tel Aviv 65202 Jerusalem 91007
(Fax 02-6513940) (Fax 03-5105379) (by registered mail)
Dear Madam/Sir,
Re: IMMEDIATE REPORT IN RESPECT TO SUMMON OF GENERAL MEETINGS
OF THE DEBENTURE HOLDERS (SERIES 3, 4 AND 5)
1. A copy of the notice to the Debenture Holders in respect to summon of above
Meetings (the "notice") which includes, amongst other, the wording of the
proposed resolutions, is enclosed to this report and is an integral part of
the report.
2. Concurrently with the issue of this immediate report, a notice will be
issued in the press in 2 daily local newspapers in Hebrew and will also be
mailed to the Debenture Holders, according to their addresses in our
records.
3. Further details in respect to this report and notice can be obtained
between Sunday to Thursday (during working hours 09:00-16:00) over the
phone No. 04-9851497 in coordination with the Corporate Secretary, the
undersigned.
Sincerely yours,
Yair Kohavi, Adv.
Corporate Secretary
Enclosure
(NOTICE TO BONDHOLDERS)
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May 21, 2003
ELECTROCHEMICAL INDUSTRIES (1952) LTD. ("THE COMPANY")
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NOTICE OF THE CONVENING OF A GENERAL MEETING OF BONDHOLDERS
(SERIES 3) (SERIES 4) AND (SERIES 5) OF THE COMPANY
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Further to the Company's notice of January 21, 2003 regarding an arrangement for
rescheduling payments which were approved by the meeting of bondholders of
Series 3, 4 and 5 on January 21, 2003 and further to the Company's notice of
March 30, 2003 and April 24, 2003 regarding deferment of the date of payment of
principal for Bonds 5, notice is hereby given that on Thursday June 19, 2003 at
10:00 a.m. at the Company's office in 10 Giborei Israel Street (Elisha House,
first floor), Netanya, three General Meetings ("THE MEETINGS") of the holders of
Bonds (Series 3), (Series 4) and (Series 5) of the Company will be held in order
to pass the following proposed resolutions:
BACKGROUND
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On the next dates of payment of each of three series i.e: at the end of every
month during the months of May, June, July and August 2003, the bondholders
Series 3 and 4 should be paid adjusted amounts of principal totaling about NIS
5,050 thousand, and at the end of each of the months August, September, October,
November and December 2003, the bondholders of bond Series 5 should be paid the
adjusted amounts of principal totaling about NIS 4,065 thousands (hereinafter
"NEXT REPAYMENT DATE" and "NEXT REPAYMENT SUM" according to the subject matter).
In addition, the balance of payment of NIS 805 thousand for bond Series 5 whose
date of payment was March 31, 2003 and which has not yet been paid to the
holders of the bonds correct as of the day of this notice.
Among the securities to the bond holders of the three Series, prevails a deposit
and bank guarantee the balance of which, jointly, on the date of this notice is
a total amount of NIS 17,540 thousands (hereinafter: "THE DEPOSIT" and "BANK
GUARANTEE" respectively).
PROPOSED RESOLUTIONS:
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It is proposed that in each of the Meetings, the following decisions will be
taken (subject to the detailed alternatives as detailed therein) in one block
and as special resolutions.
1.
(a) The next repayment sums will be effected by the company, by making use
of the amounts of the deposit and/or bank guarantee.
ALTERNATIVELY:
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(b) Each of the next repayment date will be deferred by three months, so
that the payments of principal for bonds Series 3 and 4 will be
effected at the end of each of the months August, September, October
and November 2003 respectively, and the payments of principal for bond
Series 5 will be effected at the end of each of the months of November
and December 2003 and January and February 2004 respectively.
Moreover, the balance of payment of NIS 805 thousands for bond Series
5, whose date of repayment was March 31, 2003 and which has not yet
been paid to the bondholders correct as of the date of this notice,
will be paid on July 31, 2003.
Linkage differences will be added to the above payments (linked to the
consumer price index or to the rate of exchange of US dollar,
whichever relevant) and interest on the dates of the payment, all
according to the terms of each of the 3 series and from the Company's
resources.
2. To amend the Deed of Trust as required by the above resolutions according
to the wording to be agreed between the Trustees and the Company.
3. To empower the Trustees to sign the amended Deed of Trust and every
accompanying document and to do everything needed in order to implement the
above resolutions.
VOTING RIGHTS AND ATTORNEYS
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At each of the meetings of bondholders of each of the three series ("THE
BONDHOLDERS") mentioned above, a quorum will comprise of at least two
Bondholders present themselves or by proxy and who together hold or represent at
least 50% of the total principal of all the relevant bonds series mentioned
above, and this for the purpose of passing a special resolution.
If within half an hour from the time stated for the start of the meeting, no
quorum will be present at any of them, the meeting will be deferred (between the
meetings) for half an hour and will take place at the same time and same date at
10:30 a.m.
The legal quorum required for such a deferred meeting for the purpose of taking
a special resolution, will be 2 bondholders present themselves or by proxies,
holding together at least 10% of the balance of the nominal value of the bonds.
In accordance with the provisions of the Trust Deed, the majority required to
approve the above resolutions (as mentioned in clause 3 above), is a majority of
not less than 75% of the number of Bondholders or their proxies, present at the
vote and voting by a show of hands or, if required, by a poll - with a majority
of not less than 75% of the number of votes at that poll.
Every holder among the three series of Bondholders, who wishes to participate in
the meeting or in any of them, whichever relevant, whether himself or by a
proxy, is required to submit to the registered office of the Company in the
southern industrial area of Akko, not less than 48 hours before the convening of
the meeting, a power of attorney properly signed and a certificate properly
confirming ownership of relevant bonds for that meeting.
ADDITIONAL DETAILS AND PERUSING THE DOCUMENTS
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The holders of the bonds who wish to receive additional details regarding this
notice can contact the Company on Sundays - Thursdays, (between the hours of
9:00 - 16:00) telephone number 04-9851497, in coordination with the Company's
Secretary Adv. Yair Kohavi.
Yours sincerely,
Electrochemical Industries (1952) Ltd.
Date: ____________ Signed by: Adv. Yair Kohavi, Company Secretary.
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.
ELECTROCHEMICAL INDUSTRIES (1952) LTD.
By: /s/ Yair Kohavi
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Yair Kohavi, Adv.
Corporate Secretary
Date: May 21, 2003