SECURITIES AND EXCHANGE COMMISSION
FORM 20-F/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
Commission file number 2-41957
ISRAEL BANK OF AGRICULTURE LTD.
(Exact name of registrant as specified in its charter)
83 Hashmonaim Street, Tel Aviv, Israel
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
7.5% Cumulative Redeemable Preference "C" shares linked to the U.S. Dollar.
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
Ordinary shares of NIS 0.0001 135,050,000
8% Cumulative and Participating Preference "A" Shares of NIS 0.001 195,768,412
7.5% Cumulative Redeemable Preference "C" Shares of NIS 0.042
linked to the U.S. Dollar 250,000
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|
If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934. Yes |_| No |X|
Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|
Indicate by check mark which financial statement item the Registrant has elected
to follow:
Item 17 |X| Item 18 |_|
If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
EXPLANATORY NOTE
This Form 20-F/A is being filed to amend the Annual Report on Form 20-F for the
fiscal year ended December 31, 2005, filed by Israel Bank Of Agriculture Ltd.
(the "Registrant") on June 28, 2006, (the "Form 20-F"), as follows:
* To include a Report of Independent Auditors relating to the financial
statements of Palestine Agricultural Settlement Association Ltd, as of December
31, 2005, in this Form 20-F/A
Other than the above amendment, no changes were made to the financial statements
of the Registrant included in the Form 20-F, and the balance of Item 17 of the
Form 20-F is hereby incorporated by reference.
This Form 20-F/A consists of a cover page, this explanatory note, Item 17 (as
amended) of the Form 20-F, the Report of Independent Auditors described herein,
the signature page and the required certifications of the General Manager and
the Chief Financial Officer of the Registrant.
Other than as stated above, this Form 20-F/A does not, amend, update or restate
the information in the Form 20-F or reflect any events that have occurred after
the Form 20-F was filed.
PART III
ITEM 17. FINANCIAL STATEMENTS
The Report of Independent Auditors which relates to the financial
statements of Palestine Agricultural Settlement Association Ltd. as of
December 31, 2005 follows the signature page of this Form 20-F/A.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for
filing Form 20-F/A and that it has duly caused and authorized the undersigned to
sign this amendment to the Annual Report on its behalf.
Dated: August 21, 2006 Israel Bank of Agriculture Ltd.
By: /s/ Lea Patalovsky
---------------------------------
Name: Lea Patalovsky
Title: General Manager
[LETTERHEAD OF FIBICH, ASHKENAZI & CO.]
Auditor's Report to the Shareholders of
Palestine Agricultural Settlement Association Ltd.
We have audited the accompanying Balance Sheets of Palestine Agricultural
Settlement Association Ltd ("the company") as at December 31, 2005 and 2004 and
the related statements of operations, changes in shareholders' equity and cash
flows for the years ended December 31, 2005 and 2004. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards, including those prescribed under the Auditors' Regulation (Auditor's
Mode of Performance 1973). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the above mentioned statements present fairly, in all material
respects, the financial position of the company as at December 31, 2005 and 2004
and the results of its operations, changes in shareholders' equity and cash
flows for the two years ended on these dates.
As explained in Note 2, the financial statements for dates and reporting periods
subsequent to December 31, 2003 are stated in reported amounts, in accordance
with the accounting standards of the Israel Accounting Standards Board.
The financial statements for dates and reporting periods that ended up to the
aforementioned date, except for the related statements of operations - Note
2.b.4, are stated in values that were adjusted to that date according to the
changes in the general purchasing power of the Israeli currency, in accordance
with opinions of the Institute of Certified Public Accountants in Israel.
Without restricting our statement of opinion, we refer to the contents of note 1
- - general.
/s/ Shlomo Ashkenazi
Fibich, Ashkenazi & Co.
Certified Public Accountants (Isr.)
6.7.2006
EXHIBITS
12.1 Certification of the General Manager pursuant to Section 302, of the
Sarbanes - Oxley Act of 2002.
12.2 Certification of the Chief Financial Officer pursuant to Section 302, of
the Sarbanes - Oxley Act of 2002.
13.1 Certification of the General Manager and the Chief Financial Officer
pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 to
the Sarbanes - Oxley Act of 2002.