UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Partner Communications Company Ltd.
--------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares (par value New Israeli Shekel 0.01 per share)
--------------------------------------------------------------------------------
(Title of Class of Securities)
70211M109
--------------------------------------------------------------------------------
(CUSIP Number)
----------------------------------- ------------------------------ -------------
Amikam Shorer, Adv. Ori Gur Arieh, Adv. Adam M. Klein, Adv.
2 Dov Friedman St. 42 Pinkas Street Goldfarb, Levy, Eran & Co.
Ramat-Gan 52141 Israel Netanya 42134 Israel 2 Weizmann Street
Tel: +972-3-753-0900 Tel: +972-9-860-2261 Tel Aviv 64239 Israel
Tel: +972-3-608-9999
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 20, 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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ]
13D
CUSIP No. 70211M109 Page 2
------------ -------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Matav Investments Ltd.
(No U.S. I.D. Number)
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) |X|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------- ---------- -----------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,884,926
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
1,884,926
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,884,926
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------ -------------------------------------------------------------------
13D
13D
CUSIP No. 70211M109 Page 3
------------ -------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Matav Cable Systems Media Ltd.
(No U.S. I.D. Number)
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) |X|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------- ---------- -----------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,884,926
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
1,884,926
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,884,926
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------ -------------------------------------------------------------------
13D
CUSIP No. 70211M109 Page 4
------------ -------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Eurocom Communications Limited
(No U.S. I.D. Number)
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) |X|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------- ---------- -----------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,266,701
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
2,266,701
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,266,701
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------ -------------------------------------------------------------------
13D
CUSIP No. 70211M109 Page 5
------------ -------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Eurocom Holdings (1979)Ltd.
(No U.S. I.D. Number)
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) |X|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------- ---------- -----------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,369,701
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
2,369,701
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,369,701
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------ -------------------------------------------------------------------
13D
CUSIP No. 70211M109 Page 6
------------ -------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Shaul Elovitch
(No U.S. I.D. Number)
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) |X|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------- ---------- -----------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,369,701
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
2,369,701
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,369,701
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------ -------------------------------------------------------------------
Item 1. Security and Issuer.
Item 1 is hereby amended and restated as follows:
This Amendment No. 1 to Schedule 13D relates to the Ordinary Shares,
par value NIS 0.01 per share (the "Ordinary Shares"), of Partner Communications
Company Ltd., an Israeli corporation (the "Company"). The Company's principal
executive offices are located at 8 Amal Street, Afeq Industrial Park, Rosh
Ha'ayin 48103, Israel.
Item 2. Identity and Background.
Item 2 is hereby amended by deleting the references to the holdings of Ordinary
Shares by the respective Reporting Persons, which are set forth elsewhere in
this Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and restated as follows:
On February 7, 2005, Elbit Limited ("Elbit"), Polar Communications Ltd.
("Polar") and Eurocom offered to sell all of their Ordinary Shares to the
Company (the "Buyback") and granted Matav an option to participate in the
Buyback. On the same date, such shareholders entered in an agreement with
Hutchison Telecommunications International (Netherlands) B.V. ("Hutchison BV")
that, among other things, sets forth terms and conditions for the sale of
Ordinary Shares by such shareholders in the event that the Buyback does not
occur under certain circumstances (the "Fallback Arrangement").
On April 18, 2005, Matav Investments exercised its option to
participate in the Buyback. On April 20, 2005, the Buyback was closed, pursuant
to which the Company purchased a total of 33,317,932 Ordinary Shares at a per
share price of NIS32.2216 (US$7.37, based on an exchange rate on April 20, 2005
of NIS 4.371 per US$1.00 as published by the Bank of Israel). Since the Buyback
was successfully closed, no Ordinary Shares were sold pursuant to the Fallback
Arrangement. Prior to the closing of the Buyback, the Company closed a
refinancing of its credit facility, pursuant to which, among other things, the
pledges on the Ordinary Shares of the Israeli Shareholders in favor of the
Company's lending banks were released.
Pursuant to the Fallback Arrangement, on April 20, 2005, Elbit, Polar,
Eurocom, Matav and Matav Investments (collectively, the "Israeli Shareholders")
and Tapuz Cellular Systems Ltd., an affiliate of Eurocom, together with
Hutchison B.V. and Advent Investments Pte Limited ("Advent"), an affiliate of
Hutchison B.V., entered into a Restatement of the Relationship Agreement (the
"Restated Relationship Agreement"). In addition, on April 20, 2005, the Israeli
Shareholders entered into a Shareholders Agreement (the "Shareholders
Agreement"). The Restated Relationship Agreement and the Shareholders Agreement
are summarized in Item 6 below.
The purpose of the Buyback was to enable the Israeli Shareholders to
realize their respective investments in the Company, which were made upon the
founding of the Company in 1998. The purpose of the Restated Relationship
Agreement and the Shareholders Agreement is to regulate the rights and
obligations between the Israeli Shareholders and Hutchison B.V. and Advent, and
among the Israeli Shareholders themselves, respectively, following the closing
of the Buyback, all in accordance with the Company's license (the "License")
issued by the Israeli Ministry of Communications.
Except as set forth in Item 6 below, none of the Reporting Persons,
nor, to the best of their knowledge, any of their respective directors or
executive officers, has any present plans or proposals which relate to or would
result in any of the actions described in subsections (a) through (j) of Item 4
of the Schedule 13D rules.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) See Rows 11 and 13 of the cover page of each Reporting Person for
the aggregate number and percentage of Ordinary Shares beneficially owned by
such Reporting Person. As a result of the closing of the Buyback and the signing
of the Restated Relationship Agreement, the Reporting Persons are no longer
deemed to be part of a group in respect of the Ordinary Shares.
As of April 20, 2005, upon the closing of the Buyback, there were
151,353,447 Ordinary Shares outstanding, based on information provided by the
Company.
(b) Matav Investments is the direct holder of 1,884,926 Ordinary
Shares. Matav Cable holds 100% of the outstanding share capital of Matav
Investments. Accordingly, each of the Matav Persons is deemed to share the power
to vote and dispose of such Ordinary Shares.
Eurocom Communications is the direct holder of 2,266,701 Ordinary
Shares, and Eurocom Holdings is the direct holder of 103,000 Ordinary Shares.
Eurocom Holdings holds 50.3% of the outstanding share capital of Eurocom
Communications. Elovitch is the holder of 80% of the voting shares and 75% of
the management shares of Eurocom Holdings. He is also a direct holder of 0.67%
of the shares of Eurocom Communications. Accordingly, each of the Eurocom
Persons is deemed to share the power to vote and dispose of the Ordinary
Shares held by Eurocom Communications, and Eurocom Holdings and Elovitch are
deemed to share the power to vote and dispose of the Ordinary Shares held by
Eurocom Holdings.
(c) No transactions were entered into in the past 60 days, except as
described under Item 4 above, and except that during the period between April
14, 2005 and May 11, 2005, Eurocom Holdings purchased on the NASDAQ National
Market 103,000 Ordinary Shares at an average price per share of $8.60.
(d) On April 20, 2005, each Reporting Person ceased to the beneficial
owner of more than 5% of the Ordinary Shares.
Item 6. Contracts, Arrangements or Relationships With Respect to Securities of
the Issuer.
Item 6 is hereby amended and restated as follows:
Restatement of Relationship Agreement
On April 20, 2005, in connection with the closing of the Buyback and
pursuant to the Fallback Arrangement, the Israeli Shareholders, together with
Advent and Hutchison B.V., entered into the Restated Relationship Agreement,
which replaced the Relationship Agreement dated October 10, 1999 among the
parties, as amended.
The Restated Relationship Agreement requires the Israeli Shareholders,
severally but not jointly, based on their respective holdings in the Company as
of April 20, 2005, to hold a sufficient number of Ordinary Shares to comply with
the minimum aggregate holdings by Israeli entities required under the License
and the Company's articles of association (the "Required Israeli Percentage").
The Required Israeli Percentage is currently 5% of the outstanding share capital
of the Company. The number of Ordinary Shares required to be held by the Israeli
Shareholders to maintain the Required Israeli Percentage is calculated based on
the number of Ordinary Shares outstanding from time to time up to a maximum of
160,922,344 Ordinary Shares outstanding, as adjusted to reflect stock splits,
stock dividends and similar changes that apply to all the Ordinary Shares.
The Restated Relationship Agreement also requires the Israeli
Shareholders to transfer such Ordinary Shares that are subject to the holding
requirement of Required Israeli Percentage (the "Restricted Shares") only in
accordance with the transfer limitations provided by the License and the
Company's articles of association.
In addition, pursuant to the Restated Relationship Agreement, Hutchison
B.V. undertook to hold (together with its affiliates), such number of Ordinary
Shares as necessary to comply with the minimum founders percentage required
under the License (the "Required Founders Percentage"), which percentage is
currently 26% of the outstanding share capital of the Company, less the Required
Israeli Percentage. Hutchison B.V. and Advent also undertook to vote their
Ordinary Shares to ensure that a majority of the directors of the Company are
Israeli citizens and residents, to the extent that applicable law (including the
License and the Company's articles of association) so requires, and the Israeli
Shareholders undertook to appoint and retain the number of Israeli directors of
the Company that are required pursuant to applicable law (including the License
and the Company's articles of association) to be appointed and retained by
Israeli shareholders (the "Israeli Director(s)"). The License currently requires
that at least 10% of the Company's directors be Israeli Directors, but one
Israeli Director is sufficient so long as there are fewer than 15 directors.
Based on the current size of the Company's Board of Directors, which is
comprised of 13 directors, one Israeli Director is currently required.
Shareholders Agreement
On April 20, 2005, the Israeli Shareholders also entered into the
Shareholders Agreement.
The Shareholders Agreement sets forth the mechanism for appointing the
Israeli Director(s). Specifically, the Israeli Director(s) will be appointed in
rotation as follows:
(i) Commencing on the date of the closing of the Buyback,
and for a period of one year thereafter (the "Elbit Nominee
Term"), one Israeli Director will be nominated by Elbit.
(ii) At the expiration of the Elbit Nominee Term and for a
period of one year thereafter (the "Eurocom Nominee Term"), one
Israeli Director will be nominated by Eurocom.
(iii) At the expiration of the Eurocom Nominee Term and for
a period of one year thereafter (the "Matav Nominee Term"), one
Israeli Director will be nominated by Matav.
(iv) At the expiration of the Matav Nominee Term, a new
rotation cycle will commence in the manner described above. Such
rotation cycle will be automatically renewed for so long as the
Company's License or articles of association requires Israeli
Director(s).
(v) Notwithstanding the foregoing, if the Israeli
Shareholders shall be required to appoint more than one Israeli
Director, then each additional Israeli Director will be appointed
by the next party in the foregoing rotation, such that no party
will be entitled to nominate more than one Israeli Director,
except to the extent that the number of Israeli Directors exceeds
the number of parties entitled to appoint Israeli Directors.
In addition, pursuant to the Shareholders Agreement, the Israeli
Shareholders undertook, severally and not jointly, based on their respective
holdings in the Company as of April 20, 2005, to hold a sufficient number of
Ordinary Shares to comply with the Required Israeli Percentage, up to a maximum
of 160,922,344 Ordinary Shares outstanding.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following:
Exhibit 6 Restatement of the Relationship Agreement dated April 20,
2005, by and among Advent Investments Pte Ltd, Hutchison
Telecommunications International (Netherlands) BV, Matav Cable
Systems Media Ltd., Matav Investments Ltd., Elbit Ltd.,
Eurocom Communications Ltd., Polar Communications Ltd. and
Tapuz Cellular Systems Ltd.
Exhibit 7 Shareholders Agreement dated April 20, 2005, by and among
Elbit Ltd., Eurocom Communications Ltd., Polar Communications
Ltd., and Matav Cable Systems Media Ltd. and Matav Investments
Ltd.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, each of the signatories with respect to itself certify that the
information set forth in this statement is true, complete and correct.
MATAV INVESTMENTS LTD.
By: /s/Meir Srebernik
--------------------
Name:Meir Srebernik
Title:Chairman
By: /s/Ori Gur-Arieh
--------------------
Name:Ori Gur-Arieh
Title:General Counsel
MATAV CABLE SYSTEMS MEDIA LTD.
By: /s/Meir Srebernik
--------------------
Name:Meir Srebernik
Title:Chairman
By: /s/Ori Gur-Arieh
--------------------
Name:Ori Gur-Arieh
Title:General Counsel
EUROCOM COMMUNICATIONS LTD.
By: /s/Shaul Elovitch
--------------------
Name:Shaul Elovitch
Title:Chairman and CEO
EUROCOM HOLDINGS (1979) LTD.
By: /s/Shaul Elovitch
--------------------
Name:Shaul Elovitch
Title:Chairman
/s/Shaul Elovitch
------------------
SHAUL ELOVITCH
Date: May 19, 2005