0001178913-13-000112.txt : 20130117 0001178913-13-000112.hdr.sgml : 20130117 20130117113944 ACCESSION NUMBER: 0001178913-13-000112 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130117 DATE AS OF CHANGE: 20130117 GROUP MEMBERS: AVRAHAM LIVNAT GROUP MEMBERS: CLAL INSURANCE ENTERPRISES HOLDINGS LTD. GROUP MEMBERS: IDB DEVELOPMENT CORP LTD. GROUP MEMBERS: IDB HOLDING CORP LTD. GROUP MEMBERS: NOCHI DANKNER GROUP MEMBERS: RUTH MANOR GROUP MEMBERS: SHELLY BERGMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Titanium Asset Management Corp CENTRAL INDEX KEY: 0001407161 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 208444031 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84503 FILM NUMBER: 13534072 BUSINESS ADDRESS: STREET 1: 777 E. WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-765-1980 MAIL ADDRESS: STREET 1: 777 E. WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAL FINANCE LTD. CENTRAL INDEX KEY: 0001443953 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: RUBINSTEIN HOUSE STREET 2: 37 MENACHEM BEGIN ROAD CITY: TEL AVIV STATE: L3 ZIP: 65220 BUSINESS PHONE: 972-3-5653501 MAIL ADDRESS: STREET 1: RUBINSTEIN HOUSE STREET 2: 37 MENACHEM BEGIN ROAD CITY: TEL AVIV STATE: L3 ZIP: 65220 SC 13G/A 1 zk1312509.htm SC 13G/A zk1312509.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A
(AMENDMENT NO. 3)
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
 
Under the Securities Exchange Act of 1934
 
Titanium Asset Management Corp.
(Name of Issuer)
 
Common Stock, par value $0.0001 (“Common Stock”)
(Title of Class of Securities)
 
 
U8885X107
  
(CUSIP Number)
 
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
 
 Check the following box to designate the rule pursuant to which the Schedule is filed:
 
o Rule 13d-1(b)
 
o Rule 13d-1(c)
 
x Rule 13d-1(d)
 
*
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. U8885X107
 
1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
 
Clal Finance Ltd.
2.
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.
SEC Use only
 
 
4.
Citizenship or Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
0 shares of Common Stock
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
0 shares of Common Stock
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person :  
 
CO
 
 
Page 2 of 12 pages
 
 
CUSIP NO. U8885X107
 
1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
 
Clal Insurance Enterprises Holdings Ltd.
2.
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.
SEC Use only
 
 
4.
Citizenship or Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
0 shares of Common Stock
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
0 Common Stock
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person :  
 
CO
 
 
Page 3 of 12 pages
 
 
CUSIP NO. U8885X107
 
1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
 
IDB Development Corporation Ltd.
2.
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.
SEC Use only
 
 
4.
Citizenship or Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
0 shares of Common Stock
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
0 shares of Common Stock
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person :  
 
CO
 
 
Page 4 of 12 pages
 
 
CUSIP NO. U8885X107
 
1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
 
IDB Holding Corporation Ltd.
2.
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.
SEC Use only
 
 
4.
Citizenship or Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
0 shares of Common Stock
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
0 shares of Common Stock
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person :  
 
CO
 
 
Page 5 of 12 pages
 
 
CUSIP NO. U8885X107
 
1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
 
Nochi Dankner
2.
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.
SEC Use only
 
 
4.
Citizenship or Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
0 shares of Common Stock
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
0 shares of Common Stock
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person :  
 
 IN
 
 
Page 6 of 12 pages
 
 
CUSIP NO. U8885X107
 
1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
 
Shelly Bergman
2.
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.
SEC Use only
 
 
4.
Citizenship or Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
0 shares of Common Stock
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
0 shares of Common Stock
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person :  
 
IN
 
 
Page 7 of 12 pages
 
 
CUSIP NO. U8885X107
 
1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
 
Ruth Manor
2.
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.
SEC Use only
 
 
4.
Citizenship or Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
0 shares of Common Stock
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
0 shares of Common Stock
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person :  
 
IN
 
 
Page 8 of 12 pages
 
 
CUSIP NO. U8885X107
 
1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
 
Avraham Livnat
2.
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.
SEC Use only
 
 
4.
Citizenship or Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
0 shares of Common Stock
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
0 shares of Common Stock
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person :  
 
 IN
 
 
Page 9 of 12 pages
 
 
Item 1.
 
 
(a)
Name of Issuer:
 
TITANIUM ASSET MANAGEMENT CORP. (the “Issuer”).
 
 
(b)
Address of Issuer’s Principal Executive Offices:
 
777 E. Wisconsin Avenue, Milwaukee, Wisconsin, 53202-5310
 
Item 2.
 
(a)           Name of Person Filing:

This Statement is filed by:

(1) Clal Finance Ltd.
(2) Clal Insurance Enterprises Holdings Ltd.
(3) IDB Development Corporation Ltd.
(4) IDB Holding Corporation Ltd.
(5) Mr. Nochi Dankner
(6) Mrs. Shelly Bergman
(7) Mrs. Ruth Manor and
(8) Mr. Avraham Livnat

The foregoing entities and individuals are collectively referred to as the “Reporting Persons” in this Statement.
 
(1)           Clal Finance Ltd., an Israeli private corporation (“Clal Finance”), is a wholly owned subsidiary of Clal Insurance Enterprises Holdings Ltd., an Israeli public corporation (“Clal”).
 
(2)           Clal is a majority owned subsidiary of IDB Development Corporation Ltd., an Israeli private corporation ("IDB Development").

(3)           IDB Development is a wholly owned subsidiary of IDB Holding Corporation Ltd., an Israeli public corporation ("IDB Holding").

(4)           Mr. Nochi Dankner, Mrs. Shelly Bergman, Mrs. Ruth Manor and Mr. Avraham Livnat may, by reason of their interests in, and relationships among them with respect to, IDB Holding, be deemed to control the corporations referred to in paragraphs (1) - (3) above.
 
(b)           Address of Principal Business Offices or, if none, Residence:

Clal Finance Ltd. - 37 Menachem Begin Street, Tel-Aviv 65220, Israel.

Clal Insurance Enterprises Holdings Ltd. – 48 Menachem Begin Street, Tel-Aviv 66180, Israel.

IDB Development Corporation Ltd. -  The Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 67023, Israel.

IDB Holding Corporation Ltd.  -  The Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 67023, Israel.

Mr. Nochi Dankner -  The Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 67023, Israel.

Mrs. Shelly Bergman -  9 Hamishmar Ha'Ezrachi Street, Afeka, Tel Aviv 69697, Israel.

Mrs. Ruth Manor -  26 Hagderot Street, Savyon 56526, Israel.

Mr. Avraham Livnat - Taavura Junction, Ramle 72102, Israel.

 
Page 10 of 12 pages
 
 
(c)
Citizenship:
 
 
Citizenship or place of organization of all Reporting Persons, as the case may be, is Israel.
 
(d)
Title of Class of Securities:
 
 
Common Stock, par value $0.0001 per share (the “Common Stock”).
 
(e)
CUSIP Number:
 
U8885X107
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
Not Applicable.
 
Item 4.
Ownership
 
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which are incorporated herein.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group
 
 
Not Applicable.
 
Item 10.
Certifications
 
Not Applicable.
 
 
Page 11 of 12 pages
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
January 17, 2013
 
  CLAL FINANCE LTD.
CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY BERGMAN
RUTH MANOR
AVRAHAM LIVNAT
 
BY: CLAL FINANCE LTD.
 
BY: /s/ Yoram Naveh           /s/ Dror Biran
Yoram Naveh and Dror Biran, authorized signatories of Clal Finance Ltd., for itself and on behalf of Clal Insurance Enterprises Holdings Ltd., IDB Development Corporation Ltd., IDB Holding Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth  Manor and Avraham Livnat, pursuant to an agreement annexed as Exhibit 1 to the Schedule 13G filed on February 12, 2009.
 
Page 12 of 12 pages