-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R4NXcdwHClbucsp1LduRXP3C1fRX4Bp0uN5BRCVPRx0VQ/C65E99kPBwi2fnASbx odGvCYkbnWNPAE9No1QoWA== 0000910662-08-000530.txt : 20081204 0000910662-08-000530.hdr.sgml : 20081204 20081204151754 ACCESSION NUMBER: 0000910662-08-000530 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081204 DATE AS OF CHANGE: 20081204 GROUP MEMBERS: MENORA MIVTACHIM FINANCE LTD. GROUP MEMBERS: MENORA MIVTACHIM GEMEL LTD. GROUP MEMBERS: MENORA MIVTACHIM INSURANCE LTD. GROUP MEMBERS: MENORA MIVTACHIM MUTUAL FUNDS LTD. GROUP MEMBERS: MENORA MIVTACHIM PENSIONS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUE SQUARE ISRAEL LTD /ADR/ CENTRAL INDEX KEY: 0001016837 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58499 FILM NUMBER: 081229822 BUSINESS ADDRESS: STREET 1: 2 AMAL ST. STREET 2: AFEK INDUSTRIAL PARK CITY: ROSH HAAIN STATE: L3 ZIP: 48092 BUSINESS PHONE: 97239282670 MAIL ADDRESS: STREET 1: 2 AMAL ST. STREET 2: AFEK INDUSTRIAL PARK CITY: ROSH HAAIN STATE: L3 ZIP: 48092 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENORA MIVTACHIM HOLDINGS LTD. CENTRAL INDEX KEY: 0001351917 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MENORA HOUSE STREET 2: 115 ALLENBY STREET CITY: TEL AVIV STATE: L3 ZIP: 61008 BUSINESS PHONE: 972-3-710-7864 MAIL ADDRESS: STREET 1: MENORA HOUSE STREET 2: 115 ALLENBY STREET CITY: TEL AVIV STATE: L3 ZIP: 61008 FORMER COMPANY: FORMER CONFORMED NAME: MENORAH HOLDINGS LTD. DATE OF NAME CHANGE: 20060201 SC 13D 1 sc13dbluesq.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BLUE SQUARE - ISRAEL LTD. ------------------------- (Name of Issuer) American Depositary Shares, each representing one Ordinary Share ---------------------------------------------------------------- (Title of Class of Securities) 096055108 --------- (CUSIP Number) Steven J. Glusband Carter Ledyard & Milburn LLP 2 Wall Street, New York, New York 10005 (212) 732-3200 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 9, 2008 ------------------------------------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-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. 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 ("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). CUSIP No. 096055108 1 NAME OF REPORTING PERSON: Menora Mivtachim Holdings Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 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 NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 2,283,835** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,283,835** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,283,835 *** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):5.27%**** 14 TYPE OF REPORTING PERSON: HC * The source of the funds used for the purchase of the shares were the investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim Pensions Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd., and Menora Mivtachim Mutual Funds Ltd. ** Menora Mivtachim Holdings Ltd. holds 100% of the shares of Menora Mivtachim Insurance Ltd. and Menora Mivtachim Finance Ltd. Menora Mivtachim Pensions Ltd. is a wholly owned subsidiary of Menora Mivtachim Insurance Ltd. Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual Funds Ltd. are wholly owned subsidiaries of Menora Mivtachim Finance Ltd. *** See Item 5. **** Based on 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and outstanding as of June 12, 2008, as reported in the Issuer's Annual Report on From 20-F, filed with the Securities and Exchange Commission on June 26, 2008. 2 CUSIP No. 096055108 1 NAME OF REPORTING PERSON: Menora Mivtachim Insurance Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 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 NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 2,106,313** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,106,313** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,106,313*** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.86%**** 14 TYPE OF REPORTING PERSON: IC * The source of the funds used for the purchase of the shares were the investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim Pensions Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd., and Menora Mivtachim Mutual Funds Ltd. ** Menora Mivtachim Insurance Ltd. holds 100% of the shares of Menora Mivtachim Pensions Ltd. *** See Item 5. **** Based on 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and outstanding as of June 12, 2008, as reported in the Issuer's Annual Report on From 20-F, filed with the Securities and Exchange Commission on June 26, 2008. 3 CUSIP No. 096055108 1 NAME OF REPORTING PERSON: Menora Mivtachim Pensions Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 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 NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 1,433,797 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,433,797 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,433,797** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.31%*** 14 TYPE OF REPORTING PERSON: EP * The source of the funds used for the purchase of the shares were the investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim Pensions Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd., and Menora Mivtachim Mutual Funds Ltd. ** See Item 5. *** Based on 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and outstanding as of June 12, 2008, as reported in the Issuer's Annual Report on From 20-F, filed with the Securities and Exchange Commission on June 26, 2008. 4 CUSIP No. 096055108 1 NAME OF REPORTING PERSON: Menora Mivtachim Finance Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 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 NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 177,522 ** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 177,522 ** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 177,522*** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.41%**** 14 TYPE OF REPORTING PERSON: HC * The source of the funds used for the purchase of the shares were the investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim Pensions Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd., and Menora Mivtachim Mutual Funds Ltd. ** Menora Mivtachim Finance Ltd. holds 100% of the shares of Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual Funds Ltd. *** See Item 5. **** Based on 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and outstanding as of June 12, 2008, as reported in the Issuer's Annual Report on From 20-F, filed with the Securities and Exchange Commission on June 26, 2008. 5 CUSIP No. 096055108 1 NAME OF REPORTING PERSON: Menora Mivtachim Gemel Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 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 NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 132,125 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 132,125 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 132,125** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.30%*** 14 TYPE OF REPORTING PERSON: EP * The source of the funds used for the purchase of the shares were the investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim Pensions Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd., and Menora Mivtachim Mutual Funds Ltd. ** See Item 5. *** Based on 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and outstanding as of June 12, 2008, as reported in the Issuer's Annual Report on From 20-F, filed with the Securities and Exchange Commission on June 26, 2008. 6 CUSIP No. 096055108 1 NAME OF REPORTING PERSON: Menora Mivtachim Mutual Funds Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 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 NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 15,412 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 15,412 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 15,412 ** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.04%*** 14 TYPE OF REPORTING PERSON: EP * The source of the funds used for the purchase of the shares were the investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim Pensions Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd., and Menora Mivtachim Mutual Funds Ltd. ** See Item 5. *** Based on 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and outstanding as of June 12, 2008, as reported in the Issuer's Annual Report on From 20-F, filed with the Securities and Exchange Commission on June 26, 2008. 7 Item 1. Security and Issuer ------------------- This Statement on Schedule 13D relates to the ordinary shares, par value NIS 1.0 per ordinary share (the "Ordinary Shares") and American Depositary Shares, each representing one Ordinary Share and evidenced by American Depositary Receipts, (the ADSs) of Blue Square - Israel Ltd. (the "Issuer"), an Israeli company whose principal executive offices are located at Amal 2, Afek Ind. Zone, Rosh Ha'ayin 48092, Israel. The ADSs are traded on the New York Stock Exchange, Inc. under the symbol "BSI" . Item 2. Identity and Background ----------------------- This Statement is being filed by Menora Mivtachim Holdings Ltd. ("Menora Holdings"), Menora Mivtachim Insurance Ltd. ("Menora Insurance"), Menora Mivtachim Finance Ltd. ("Menora Finance"), Menora Mivtachim Pensions Ltd. ("Mivtachim Pensions"), Menora Mivtachim Gemel Ltd. ("Menora Gemel") and Menora Mivtachim Mutual Funds Ltd. ("Menora Mutual Funds"). Menora Holdings is a holding company incorporated under the laws of the State of Israel whose shares are traded on the Tel Aviv Stock Exchange. 61.9% of Menora Holding's outstanding shares and are held, directly and indirectly, by Mr. Menahem Gurevitch and 38.1% of the outstanding shares of Menora Holdings are held by the public. The address of Menora Holdings' principal office is Menora House, 115 Allenby Street, Tel Aviv, Israel 61008. Menora Insurance is a company incorporated under the laws of the State of Israel. 100.0% of Menora Insurance's outstanding shares are held by Menora Holdings. Menora Insurance's principal business is insurance. The address of Menora Insurance's principal office is Menora House, 115 Allenby Street, Tel Aviv, Israel 61008. Menora Finance is a holding company incorporated under the laws of the State of Israel. 100% of Menora Finance's outstanding shares are held by Menora Holdings. The address of Menora Finance's principal office is Menora House, 115 Allenby Street, Tel Aviv, Israel 61008. Mivtachim Pensions is a pension fund established in accordance with the laws of the State of Israel. 100% of Mivtachim Pensions' outstanding shares are held by Menora Insurance. The address of Mivtachim Pensions' principal office is Shaa'r Hair Tower, 7 Jabotinsky Street, Ramat Gan, Israel, 52136. Menora Gemel is a company incorporated under the laws of the State of Israel. 100% of Menora Gemel's outstanding shares are held by Menora Finance. Menora Gemel's principal business is the management of provident funds. The address Menora Gemel's principal office is Menora House, 115 Allenby Street, Tel Aviv, Israel 61008. Menora Mutual Funds is a company incorporated under the laws of the State of Israel. 100% of Menora Mutual Funds' outstanding shares are held by Menora Finance. Menora Mutual Funds' principal business is the management of mutual funds. The address of Menora Mutual Funds' principal office is Menora House, 115 Allenby Street, Tel Aviv, Israel 61008. 8 During the last five years, none of Menora Holdings, Menora Insurance, Menora Finance, Mivtachim Pensions, Menora Gemel, and Menora Mutual Funds or, any of the directors and executive officers of the respective corporations listed on Schedule 1 hereto, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it, he or she was or is subject to a judgment, decree or final order either enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Over the past few years, Menora Insurance, Mivtachim Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds have purchased an aggregate of 2,283,835 ADSs of the Issuer in a series of transactions. The sources of the funds used for the purchase of the Issuer's shares were the investment accounts of Menora Insurance, Mivtachim Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds. Item 4. Purpose of Transaction. ----------------------- The 2,283,835 ADSs purchased by Menora Insurance, Mivtachim Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds were purchased for portfolio investment purposes. Menora Holdings, Menora Insurance, Mivtachim Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds currently do not have any plan or proposal, which relates to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; 9 (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or by-laws or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) The 2,283,835 ADSs reported in this Statement as beneficially owned by Menora Holdings, Menora Insurance, Mivtachim Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by Menora Insurance, Mivtachim Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds, all of which are subsidiaries of Menora Holdings, each of which operates under independent management and makes independent voting and investment decisions. Consequently, this Statement should not be construed as an admission by Menora Holdings, Menora Insurance, Mivtachim Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds that any of them is the beneficial owner of any of the 2,283,835 ADSs covered by this Statement. (b) Menora Holdings and Menora Insurance have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 672,516 ADSs held by Menora Insurance. Menora Holdings, Menora Insurance and Mivtachim Pensions have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 1,433,797 ADSs held by Mivtachim Pensions. Menora Holdings and Menora Finance have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 29,985 ADSs held by Menora Finance. Menora Holdings, Menora Finance and Menora Gemel have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 132,125 ADSs held by Menora Gemel. Menora Holdings, Menora Finance and Menora Mutual Funds have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 15,412 ADSs held by Menora Mutual Funds. 10 (c) The following table sets forth all the transactions in the ADSs effected by Menora Insurance, Mivtachim Pensions, Menora Gemel and Menora Mutual Funds during the past sixty days. All such transactions were open market purchases effected on the New York Stock Exchange, Inc. Date of Purchase (Sale) by Number of ADSs Menora Insurance Purchased (Sold) Price Per ADS -------------------------- ---------------- ------------- Nov 11 , 2008 26,755 $8.10 Nov 13, 2008 10,524 $7.25 Nov 16, 2008 14,033 $7.33 Nov 19, 2008 35,000 $7.21 Nov 20, 2008 18,519 $7.06 Date of Purchase by Number of ADSs Mivtachim Pensions Purchased Price Per ADS ------------------- -------------- ------------- Nov 20, 2008 4,192 $7.20 Nov 24, 2008 3,692 $7.41 Date of Purchase by Number of ADS Menora Finance Purchased Price Per ADS ------------------- ------------- ------------- Oct 01, 2008 29,985 $9.66 Nov 24, 2008 (11,282) $6.69 Date of Purchase by Number of ADSs Menora Gemel Purchased Price Per ADS ------------------- -------------- ------------- Oct 23, 2008 30,000 $8.21 Nov 16, 2008 157 $7.33 Nov 17, 2008 335 $7.46 Nov 19, 2008 1,740 $7.21 Date of Purchase (Sale) by Number of ADSs Menora Mutual Funds Purchased (Sold) Price Per ADS -------------------------- ---------------- ------------- Oct 23, 2008 380 $7.37 Oct 30, 2008 1,128 $7.01 Nov 19, 2008 2,001 $7.28 Nov 24, 2008 (3,970) $6.66 Except for such transactions, Menora Holdings, Menora Insurance, Mivtachim Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds have not effected any transactions in the ADSs since October 1, 2008. (d) No person other than Menora Holdings, Menora Insurance, Menora Finance, Mivtachim Pensions, Menora Gemel and Menora Mutual Funds has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ADSs reported above in this Item 5. 11 (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ----------------------------------- None. Item 7. Material to be Filed as Exhibits. --------------------------------- Exhibit 1 - Joint Filing Agreement 12 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: December 3, 2008 MENORA MIVTACHIM HOLDINGS LTD. By: /s/Ari Kalman /s/Yoni Tal -------------------------- Name: Ari Kalman, Yoni Tal Title: Deputy Managing Director, C.I.O MENORA MIVTACHIM INSURANCE LTD. By: /s/Ari Kalman /s/Yoni Tal -------------------------- Name: Ari Kalman, Yoni Tal Title: C.E.O, C.I.O MENORA MIVTACHIM PENSIONS LTD. By: /s/ Yacov Rozen /s/Rami Armon ----------------------------- Name: Yacov Rozen, Rami Armon Title: C.E.O, C.I.O MENORA MIVTACHIM FINANCE LTD. By: /s/ Yehuda Ben Assayag /s/Yoni Tal ----------------------------------- Name: Yehuda Ben Assayag, Yoni Tal Title: C.E.O, Director MENORA MIVTACHIM GEMEL LTD. By: /s/ Yaron Dwek /s/Yehuda Ben Assayag ------------------------------------- Name: Yaron Dwek, Yehuda Ben Assayag Title: Director, Director 13 MENORA MIVTACHIM MUTUAL FUNDS LTD. By: /s/Ronen Avigdor /s/Yehuda Ben Assayag -------------------------------------- Name: Ronen Avigdor, Yehuda Ben Assayag Title: C.E.O, Director 14 Schedule 1 List of Officers and Directors Menora Mivtachim Holdings Ltd. Name Position - ---- -------- Menahem Gurevitch Chairman of the Board of Directors and Chief Executive Officer Ari Kalman Deputy Managing Director Gedalia Doron Director Shlomo Milo Director Jacob Segal Director Bar Cochva Ben-Gera Director Shmuel Schwartz Internal Auditor Yoni Tal Chief Investment Officer Shai Kompel Chief Financial Officer Menora Mivtachim Insurance Ltd. Name Position - ---- -------- Menahem Gurevitch Director and Chairman of the Board Gedalia Doron Director Shlomo Milo Director Jacob Segal Director Kviateck Uri Director Ari Kalman Director and Chief Executive Officer Eran Grifel Director Bar Cochva Ben-Gera Director Yoni Tal Deputy Managing Director and Investment Division Manager Shai Kompel Deputy Managing Director and Accounting Division Manager Menachem Harpaz Deputy Managing Director and Non-life Division Manager Shmuel Schwartz Internal Auditor Yehuda Grossman Information and Technology Division Manager Dr. Avraham Levenglick Assistant General Manager and Chief Actuary Gershon Gurevitch V.P Logistics and Properties Gadi Ben - Hamo Assistant General Manager and North Division Manager Yaron Dwek Deputy Managing Director and Life Insurance Division Manager Ronen Kaufman Deputy Managing Director and Human Resources Division Manager 15 Menora Mivtachim Pensions Ltd. Name Position - ---- -------- Menahem Gurevitch Chairman of the Board of Directors Ari Kalman Director Shmuel Slavin Director Haim Katz Director Tzipi Samet Director Eran Grifel Director Yoram Belizovski Director Gedalia Doron Director Hezi Zaieg Director Yacov Rozen Chief Executive Officer Motti Dahan Chief Operation and Service Officer Guy Krieger Legal Advisor and General Counsel Yeshayahu Orzitzer Chief Actuary Dudi Lydner Chief Product and Development Officer Israel Ezra Chief Financial Officer Eli Hillel Chief Audit Executive Rami Armon Chief Investment Officer Ronny Shilo Division Human Resources and Administrative Manager Eyal Azmon Marketing Manager Menora Mivtachim Finance Ltd. Name Position - ---- -------- Ari Kalman Director and Chairman of the Board Yoni Tal Director Shai Kompel Director Eran Grifel Director Yacov Rozen Director Gedalia Doron Director Yehuda Ben Assayag Chief Executive Officer 16 Menora Mivtachim Gemel Ltd. Name Position - ---- -------- Yehuda Ben Assayag Director and Chairman of the Board Dudi Lydner Director Yaron Dwek Director Guy Iluz Director Tzipi Samet Director Hezi Zaieg Director Yossi Gordon Director Itai Yaakov Chief Executive Officer Menora Mivtachim Mutual Funds Ltd. Name Position - ---- -------- Yehuda Ben Assayag Director and Chairman of the Board Avi Sternschuss Director Rami Armon Director Hayim Levi Director Eitan Barak Director Anat Bavitz Director Ronen Avigdor Chief Executive Officer 17 EX-99.1 2 ex99_1.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the attached Statement on Schedule 13D relating to the to the ordinary share, par value NIS 1.0 per ordinary share (the "Ordinary Shares") and American Depositary Shares, each representing one Ordinary Share and evidenced by American Depositary Receipts, (the ADSs) of Blue Square - Israel Ltd. is filed on behalf of each of them. Date: December 3, 2008 MENORA MIVTACHIM HOLDINGS LTD. By: /s/Ari Kalman /s/Yoni Tal -------------------------- Name: Ari Kalman, Yoni Tal Title: C.E.O, C.I.O MENORA MIVTACHIM INSURANCE LTD. By: /s/Ari Kalman /s/Yoni Tal -------------------------- Name: Ari Kalman, Yoni Tal Title: C.E.O, C.I.O MENORA MIVTACHIM PENSIONS LTD. By: /s/ Yacov Rozen /s/Rami Armon ------------------------------- Name: Yacov Rosen, Rami Armon Title: C.E.O, C.I.O MENORA MIVTACHIM FINANCE LTD. By: /s/ Yehuda Ben Assayag /s/Yoni Tal ----------------------------------- Name: Yehuda Ben Assayag, Yoni Tal Title: C.E.O, Director MENORA MIVTACHIM GEMEL LTD. By: /s/ Yaron Dwek /s/Yehuda Ben Assayag ------------------------------------- Name: Yaron Dwek, Yehuda Ben Assayag Title: Director, Director 18 MENORA MIVTACHIM MUTUAL FUNDS LTD. By: /s/Ronen Avigdor /s/Yehuda Ben Assayag -------------------------------------- Name: Ronen Avigdor, Yehuda Ben Assayag Title: C.E.O, Director 19 -----END PRIVACY-ENHANCED MESSAGE-----