0001178913-13-000423.txt : 20130214 0001178913-13-000423.hdr.sgml : 20130214 20130214151539 ACCESSION NUMBER: 0001178913-13-000423 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: ARIEL HALPERIN GROUP MEMBERS: TENE INVESTMENTS IN QUARTZ SURFACES B (PARALLEL) L.P. GROUP MEMBERS: TENE INVESTMENTS IN QUARTZ SURFACES L.P. GROUP MEMBERS: TENRAM LTD. GROUP MEMBERS: TENRAM-FUNDS MANAGEMENT LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CaesarStone Sdot-Yam Ltd. CENTRAL INDEX KEY: 0001504379 STANDARD INDUSTRIAL CLASSIFICATION: CUT STONE & STONE PRODUCTS [3281] STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87315 FILM NUMBER: 13612694 BUSINESS ADDRESS: STREET 1: Kibbutz Sdot Yam CITY: MP Menashe STATE: L3 ZIP: 38805 BUSINESS PHONE: 972 4 636 4555 MAIL ADDRESS: STREET 1: Kibbutz Sdot Yam CITY: MP Menashe STATE: L3 ZIP: 38805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tene Kibbutz Investment Management Ltd. CENTRAL INDEX KEY: 0001569675 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4 BERKOVICH STREET CITY: TEL AVIV STATE: L3 ZIP: 64238 BUSINESS PHONE: 972 3 609 3525 MAIL ADDRESS: STREET 1: 4 BERKOVICH STREET CITY: TEL AVIV STATE: L3 ZIP: 64238 SC 13G 1 zk1312647.htm SC 13G zk1312647.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
 
Caesarstone Sdot Yam Ltd.

(Name of Issuer)
 
Ordinary Shares

(Title of Class of Securities)
 
M 20598 104

(CUSIP Number)
 
December 31, 2012

(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨  Rule 13d-1(b)
¨  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. M 20598 104
 13G
 Page 2 of 12 Pages
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tene Management Investment in Kibbutzim Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
 
7,991,250*
7.
SOLE DISPOSITIVE POWER
 
0*
8.
SHARED DISPOSITIVE POWER
 
7,991,250*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,991,250*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
23.25%*
12.
TYPE OF REPORTING PERSON (see instructions)
 
CO
 
* Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of 6,480,250 ordinary shares of Caesarstone Sdot Yam Ltd. (the “Issuer”) directly beneficially owned by Tene Investments in Quartz Surfaces L.P. and 1,511,000 ordinary shares of the Issuer directly beneficially owned by Tene Investments in Quartz Surfaces B (Parallel) L.P.   Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd.  Tenram Ltd., which is wholly-owned by Ariel Halperin, is a major shareholder of Tenram—Funds Management Ltd.  Therefore, each of Tenram—Funds Management Ltd , Tenram Ltd and Mr. Halperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP.  Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Halperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G except to the extent of their respective pecuniary interest therein.  Calculations are based on 34,365,250 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated May 21, 2012.   This Schedule 13G is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P. Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 hereto.
 
 
2

 
 
CUSIP No. M 20598 104
 13G
 Page 3 of 12 Pages
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tene Investments in Quartz Surfaces L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
 
6,480,250*
7.
SOLE DISPOSITIVE POWER
 
0*
8.
SHARED DISPOSITIVE POWER
 
6,480,250*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,480,250*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
18.86%
12.
TYPE OF REPORTING PERSON (see instructions)
 
PN
 
* Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of 6,480,250 ordinary shares of Caesarstone Sdot Yam Ltd. (the “Issuer”) directly beneficially owned by Tene Investments in Quartz Surfaces L.P. and 1,511,000 ordinary shares of the Issuer directly beneficially owned by Tene Investments in Quartz Surfaces B (Parallel) L.P.  Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd.  Tenram Ltd., which is wholly-owned by Ariel Halperin, is a major shareholder of Tenram—Funds Management Ltd.  Therefore, each of Tenram—Funds Management Ltd., Tenram Ltd and Mr. Halperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP.  Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Halperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G except to the extent of their respective pecuniary interest therein.  Calculations are based on 34,365,250 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated May 21, 2012.   This Schedule 13G is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P. Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 hereto.
 
 
3

 
 
CUSIP No. M 20598 104
 13G
 Page 4 of 12 Pages
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tene Investments in Quartz Surfaces B (Parallel) L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
 
1,511,000*
7.
SOLE DISPOSITIVE POWER
 
0*
8.
SHARED DISPOSITIVE POWER
 
1,511,000*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,511,000*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.40%*
12.
TYPE OF REPORTING PERSON (see instructions)
 
PN
 
*Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of 6,480,250 ordinary shares of Caesarstone Sdot Yam Ltd. (the “Issuer”) directly beneficially owned by Tene Investments in Quartz Surfaces L.P. and 1,511,000 ordinary shares of the Issuer directly beneficially owned by Tene Investments in Quartz Surfaces B (Parallel) L.P.    Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd.  Tenram Ltd., which is wholly-owned by Ariel Halperin, is a major shareholder of Tenram—Funds Management Ltd.  Therefore, each of Tenram—Funds Management Ltd. , Tenram Ltd and Mr. Halperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP.  Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Halperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G except to the extent of their respective pecuniary interest therein.  Calculations are based on 34,365,250 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated May 21, 2012.   This Schedule 13G is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P. Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 hereto.
 
 
4

 
 
CUSIP No. M 20598 104
 13G
 Page 5 of 12 Pages
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tenram –Funds Management Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
 
7,991,250*
7.
SOLE DISPOSITIVE POWER
 
0*
8.
SHARED DISPOSITIVE POWER
 
7,991,250*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,991,250*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
23.25%*
12.
TYPE OF REPORTING PERSON (see instructions)
 
CO
 
*Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of 6,480,250 ordinary shares of Caesarstone Sdot Yam Ltd. (the “Issuer”) directly beneficially owned by Tene Investments in Quartz Surfaces L.P. and 1,511,000 ordinary shares of the Issuer directly beneficially owned by Tene Investments in Quartz Surfaces B (Parallel) L.P.    Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd.  Tenram Ltd., which is wholly-owned by Ariel Halperin, is a major shareholder of Tenram—Funds Management Ltd.  Therefore, each of Tenram—Funds Management Ltd., Tenram Ltd and Mr. Halperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP.  Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Halperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G except to the extent of their respective pecuniary interest therein.  Calculations are based on 34,365,250 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated May 21, 2012.   This Schedule 13G is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P. Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 hereto.
 
 
5

 
 
CUSIP No. M 20598 104
13G
 Page 6 of 12 Pages
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tenram Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
 
7,991,250*
7.
SOLE DISPOSITIVE POWER
 
0*
8.
SHARED DISPOSITIVE POWER
 
7,991,250*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,991,250*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
23.25%*
12.
TYPE OF REPORTING PERSON (see instructions)
 
CO
 
*Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of 6,480,250 ordinary shares of Caesarstone Sdot Yam Ltd. (the “Issuer”) directly beneficially owned by Tene Investments in Quartz Surfaces L.P. and 1,511,000 ordinary shares of the Issuer directly beneficially owned by Tene Investments in Quartz Surfaces B (Parallel) L.P.  Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd.  Tenram Ltd., which is wholly-owned by Ariel Halperin, is a major shareholder of Tenram—Funds Management Ltd.  Therefore, each of Tenram—Funds Management Ltd., Tenram Ltd and Mr. Halperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP.  Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Halperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G except to the extent of their respective pecuniary interest therein.  Calculations are based on 34,365,250 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated May 21, 2012. This Schedule 13G is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P. Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 hereto.
 
 
6

 
 
CUSIP No. M 20598 104
 13G
 Page 7 of 12 Pages
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ariel Halperin
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
 
7,991,250*
7.
SOLE DISPOSITIVE POWER
 
0*
8.
SHARED DISPOSITIVE POWER
 
7,991,250*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,991,250*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
23.25%*
12.
TYPE OF REPORTING PERSON (see instructions)
 
IN
 
*Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of 6,480,250 ordinary shares of Caesarstone Sdot Yam Ltd. (the “Issuer”) directly beneficially owned by Tene Investments in Quartz Surfaces L.P. and 1,511,000 ordinary shares of the Issuer directly beneficially owned by Tene Investments in Quartz Surfaces B (Parallel) L.P.    Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd.  Tenram Ltd., which is wholly-owned by Ariel Halperin, is a major shareholder of Tenram—Funds Management Ltd.  Therefore, each of Tenram—Funds Management Ltd. , Tenram Ltd and Mr. Halperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP.  Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Halperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G except to the extent of their respective pecuniary interest therein.  Calculations are based on 34,365,250 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated May 21, 2012.  This Schedule 13G is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P. Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 hereto

 
7

 
 
CUSIP No. M 20598 104
 13G
 Page 8 of 12 Pages
 
Item 1.
 
 
(a)
Name of Issuer
Caesarstone Sdot-Yam Ltd.
     
 
(b)
Address of Issuer’s Principal Executive Offices
Kibbutz Sdot Yam
MP Menashe
Israel 37804
 
Item 2.
 
 
(a)
Name of Person Filing
Tene Investments in Quartz Surfaces LP
Tene Investments in Quartz Surfaces B (Parallel) LP
Tene Management Investments in Kibbutzim Ltd.
Tenram – Funds Management Ltd.
Tenram Ltd.
Ariel Halperin
 
   
Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of securities directly owned by such entities. Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd.  Tenram Ltd., which is wholly-owned by Ariel Halperin, is a major shareholder of Tenram—Funds Management Ltd. Therefore, each of Tenram—Funds Management Ltd.  Tenram Ltd and Mr. Halperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP.  Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Halperin  disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G except to the extent of their respective pecuniary interest therein. The address of all of the entities above and of Mr. Halperin is Tene Investment Funds is 4 Berkovich Street, Tel Aviv, Israel.
 
 
(b)
Address of the Principal Office or, if none, residence
4 Berkovich Street
Tel Aviv
     
 
(c)
Citizenship
Israel
     
 
(d)
Title of Class of Securities
Ordinary Shares
     
 
(e)
CUSIP Number
M 20598 104
 
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:
 
 
(a)
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
8

 
 
CUSIP No. M 20598 104
 13G
 Page 9 of 12 Pages
 
 
(e)
¨
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
¨
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
 
(h)
¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Item 4.  Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:  
 
Tene Investments in Quartz Surfaces LP 6,480,250
Tene Investments in Quartz Surfaces B (Parallel) LP 1,511,000
Tene Management Investments in Kibbutzim Ltd. 7,991,250
Tenram – Funds Management Ltd. 7,991,250
Tenram Ltd. 7,991,250
Ariel Halperin 7,991,250
 
 
(b)
Percent of class:  
 
Tene Investments in Quartz Surfaces LP 18.86%*
Tene Investments in Quartz Surfaces B (Parallel) LP 4.40%*
Tene Management Investments in Kibbutzim Ltd. 23.25%*
Tenram – Funds Management Ltd. 23.25%*
Tenram Ltd. 23.25%*
Ariel Halperin 23.25%*
 
 
(c)
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote:  See item 5 of each cover page.
     
 
(ii)
Shared power to vote or to direct the vote:  See item 6 of each cover page.
     
 
(iii)
Sole power to dispose or to direct the disposition of:  See item 7 of each cover page.
     
 
(iv)
Shared power to dispose or to direct the disposition of:  See item 8 of each cover page.
 
* Calculations are based on 34,365,250 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated May 21, 2012.   This Schedule 13G is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P., Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 hereto.
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
 
9

 
 
CUSIP No. M 20598 104
 13G
 Page 10 of 12 Pages
 
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 five percent of the class of securities, check the following     ¨.
 
Instruction. Dissolution of a group requires a response to this item.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
See Item 4, above.
 
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. The reporting persons expressly disclaim membership in a “group” as used in Section 13d-1(b)(1)(ii)(K).
 
Item 9.  Notice of Dissolution of Group.
 
 Not applicable
 
Item 10.  Certification.
 
 Not applicable
 
 
10

 
 
CUSIP No. M 20598 104
 13G
 Page11 of 12 Pages
 
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.
 
 
Tene Investments in Quartz Surfaces LP, by its general partner
Tene Management Investments in Kibbutzim Ltd.

By:/s/ Ariel Halperin
By: Ariel Halperin

By:/s/ Dori Brown
By: Dori Brown

Tene Investments in Quartz Surfaces B (Parallel) LP, by its general partners
Tene Management Investments in Kibbutzim Ltd.

By:/s/ Ariel Halperin
By: Ariel Halperin

By:/s/ Dori Brown
By: Dori Brown

Tene Management Investments in Kibbutzim Ltd.
 
By:/s/ Ariel Halperin
By: Ariel Halperin, attorney-in-fact
 
By:/s/ Dori Brown
By: Dori Brown, attorney-in-fact

Tenram-Funds Management Ltd.
 
By:/s/ Ariel Halperin
By: Ariel Halperin, attorney-in-fact

Tenram Ltd.

By:/s/ Ariel Halperin
By: Ariel Halperin, attorney-in-fact

/s/ Ariel Halperin
Ariel Halperin
 
 
11

 
 
CUSIP No. M 20598 104
 13G
 Page 12 of 12 Pages
 
EXHIBIT NO.
DESCRIPTION
 
Exhibit 99.1
Powers of Attorney
 
Exhibit 99.2
Joint Filing Agreement, dated February 14, 2013
 
12


 
 
EX-99 2 exhibit_99-1.htm EXHIBIT 99.1 exhibit_99-1.htm


Exhibit 99.1

Power of Attorney
 
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Ariel Halperin and Dori Brown, and each of them, his true and lawful attorneys-in-fact to:

 
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Tene Management Investments in Kibbutzim Ltd. (the “Company”), any and all Schedules 13G and Schedules 13D, complete and execute any amendment or amendments thereto, required to be filed by the undersigned in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules thereunder;
 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13G and Schedules 13D and timely file each form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of either such attorney-in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by either such attorney-in-fact on behalf of the undersigned, pursuant to this attorney-in-fact may approve in his discretion.

The undersigned hereby grants to such attorney-in-fact, and any one of them, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of the Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13G or Schedules 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February.
 
TENE MANAGEMENT INVESTMENTS IN KIBBUTZIM LTD.
 
/s/ Ariel Halperin
 
NAME: Ariel Halperin
 
TITLE: Director and Authorized Signatory
 
/s/ Dori Brown
 
NAME: Dori Brown
 
TITLE: Director and Authorized Signatory
 
 
 

 
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Ariel Halperin and Dori Brown, and his true and lawful attorneys-in-fact to:

 
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Tenram – Fund Management Ltd. (the “Company”), any and all Schedules 13G and Schedules 13D, complete and execute any amendment or amendments thereto, required to be filed by the undersigned in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules thereunder;
 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13G and Schedules 13D and timely file each form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of either such attorney-in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by either such attorney-in-fact on behalf of the undersigned, pursuant to this attorney-in-fact may approve in his discretion.

The undersigned hereby grants to such attorney-in-fact, and any one of them, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of the Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13G or Schedules 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February.
 
TENRAM – FUND MANAGEMENT LTD.
 
/s/ Ariel Halperin
 
NAME: Ariel Halperin
 
TITLE:Director
 
/s/ Dori Brown
 
NAME: Dori Brown
 
TITLE: Authorized Signatory
 
 
 

 
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Ariel Halperin and his true and lawful attorneys-in-fact to:

 
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Tenram Ltd. (the “Company”), any and all Schedules 13G and Schedules 13D, complete and execute any amendment or amendments thereto, required to be filed by the undersigned in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules thereunder;
 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13G and Schedules 13D and timely file each form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of either such attorney-in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by either such attorney-in-fact on behalf of the undersigned, pursuant to this attorney-in-fact may approve in his discretion.

The undersigned hereby grants to such attorney-in-fact, and any one of them, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of the Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13G or Schedules 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February.
 
TENRAM LTD.
 
/s/Ariel Halperin
 
NAME: Ariel Halperin
 
TITLE: Director, Manager and Authorized Signatory
 



 
EX-99 3 exhibit_99-2.htm EXHIBIT 99.2 exhibit_99-2.htm


Exhibit 99.2
 
JOINT FILING AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Caesarstone Sdot-Yam Ltd.  Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.
 
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Date: February 14, 2013.
 
 
Tene Investments in Quartz Surfaces LP, by its general partner
Tene Management Investments in Kibbutzim Ltd.
 
By:/s/ Ariel Halperin
By:/s/ Dori Brown
 
Tene Investments in Quartz Surfaces B (Parallel) LP, by its general partners
Tene Management Investments in Kibbutzim Ltd.

By:/s/ Ariel Halperin
By:/s/ Dori Brown

Tene Management Investments in Kibbutzim Ltd.

By:/s/ Ariel Halperin
By:/s/ Dori Brown

Tenram-Funds Management Ltd.

By:/s/ Ariel Halperin, AS ATTORNEY-IN-FACT

Tenram Ltd.
 
By:/s/ Ariel Halperin, AS ATTORNEY-IN-FACT

/s/ Ariel Halperin,
Ariel Halperin