SC 13D/A 1 d478424dsc13da.htm SCHEDULE 13D AMENDMENT NO. 19 Schedule 13D Amendment No. 19

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)

 

 

Equity One, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

294752100

(CUSIP Number)

Eran Ballan

Gazit-Globe Ltd

1 Hashalom Road

Tel-Aviv, Israel 67892

Tel: (03) 694-8000

Fax: (03) 696-1910

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 30, 2013

(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 that 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   ¨.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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. 294752100       Page 2

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Chaim Katzman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States and Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

882,186 (1) (2)

     8   

SHARED VOTING POWER

 

53,187,514

     9   

SOLE DISPOSITIVE POWER

 

882,186

   10   

SHARED DISPOSITIVE POWER

 

53,187,514

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

54,069,700

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.5%

14  

TYPE OF REPORTING PERSON

 

IN

 

(1) See Explanatory Note for Item 5.
(2) All Shareholdings throughout this filing have been rounded to the nearest whole number of shares.


CUSIP No. 294752100       Page 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Dor J. Segal

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States and Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

31,900 (3) (4)

     8   

SHARED VOTING POWER

 

53,187,514

     9   

SOLE DISPOSITIVE POWER

 

31,900

   10   

SHARED DISPOSITIVE POWER

 

53,187,514

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

53,219,414

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

44.8%

14  

TYPE OF REPORTING PERSON

 

IN

 

(3) Includes 4,950 shares of unvested restricted stock which Mr. Segal presently has the power to vote.
(4) Includes 7,050 shares of common stock held jointly with Mr. Segal’s spouse, Erica Ottosson.


CUSIP No. 294752100       Page 4

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Erica Ottosson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada and Sweden

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

7,050 (5)

     8   

SHARED VOTING POWER

 

53,187,514

     9   

SOLE DISPOSITIVE POWER

 

7,050

   10   

SHARED DISPOSITIVE POWER

 

53,187,514

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

53,194,564

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

44.8%

14  

TYPE OF REPORTING PERSON

 

IN

 

(3) Includes 7,050 shares of common stock held jointly with Mr. Segal.


CUSIP No. 294752100       Page 5

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Gazit-Globe Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

53,187,514

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

53,187,514

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

53,187,514

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

44.8%

14  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 294752100       Page 6

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

M G N (USA) INC.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

38,907,443

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

38,907,443

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,907,443

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

32.7%

14  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 294752100       Page 7

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

GAZIT (1995), INC.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

10,812,312

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

10,812,312

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,812,311.838

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 294752100       Page 8

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Gazit First Generation LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

10,812,312

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

10,812,312

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,812,312

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 294752100       Page 9

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

MGN America, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

BK

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

18,891,997

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

18,891,997

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

18,891,997

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.9%

14  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 294752100       Page 10

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Gazit America, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

14,280,070

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

14,280,070

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,280,070

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.0%

14  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 294752100       Page 11

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Silver Maple (2001), Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

8,893,213

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

8,893,213

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,893,213

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5%

14  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 294752100       Page 12

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Ficus, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not Applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

5,386,857

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,386,857

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,386,857

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.5%

14  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 294752100       Page 13

 

Explanatory Note: This Amendment No. 19 (this “Amendment”) to the Schedule 13D of Chaim Katzman, Gazit-Globe Ltd. (“Gazit”), M G N (USA) INC. (“MGN”), GAZIT (1995), INC. (“1995”), Gazit First Generation LLC (“First Generation”), MGN America, LLC (“MGN-A”), Gazit Maple, Inc. (“GMI”), Gazit America, Inc. (“GAA”), Silver Maple (2001), Inc. (“Silver Maple”) and Ficus, Inc. (“Ficus”) (collectively, the “Gazit Group,” “we,” “us” or the “Reporting Persons”) filed on October 10, 2001 (the “Initial 13D”) relates to the Common Stock, par value $0.01 each (“Shares”) of Equity One, Inc., a Maryland corporation (the “Issuer” or “Equity One”). The Initial 13D, together with Amendment No. 1 to the Initial 13D, filed February 26, 2003, Amendment No. 2 to the Initial 13D, filed July 31, 2007, Amendment No. 3 to the Initial 13D, filed August 8, 2007, Amendment No. 4 to the Initial 13D, filed January 18, 2008, Amendment No. 5 to the Initial 13D, filed July 8, 2008, Amendment No. 6 to the Initial 13D, filed October 14, 2008, Amendment No. 7 to the Initial 13D, filed October 24, 2008, Amendment No. 8 to the Initial 13D, filed November 4, 2008, Amendment No. 9 to the Initial 13D, filed November 13, 2008, Amendment No. 10 to the Initial 13D, filed April 27, 2009, Amendment No. 11 to the Initial 13D, filed August 24, 2009, Amendment No. 12 to the Initial 13D, filed March 29, 2010, Amendment No. 13 to the Initial 13D, filed June 7, 2010, Amendment No. 14 to the Initial 13D, filed December 23, 2010, Amendment No. 15 to the Initial 13D, filed on January 18, 2011, Amendment No. 16 to the Initial 13D, filed on April 4, 2011, Amendment No. 17 to the Initial 13D, filed on June 2, 2011, Amendment No. 18 to the Initial 13D, filed on August 26, 2011, and this Amendment No. 19 shall be collectively referred to herein as the “Schedule 13D.”


CUSIP No. 294752100       Page 14

 

This Amendment No. 19 reflects the following changes:

 

   

The addition of Dor J. Segal and Erica Ottosson (Mr. Segal’s spouse) as Reporting Persons and as members of the group.

 

   

The removal of GMI as a Reporting Person and as a member of the group following a transaction which closed on August 8, 2012, pursuant to which GMI merged with and into GAA (the “GAA Privatization Transaction”).

 

   

The acquisition by Gazit in the GAA Privatization Transaction of indirect ownership of the 6,311,114 outstanding common shares of GAA which it did not already indirectly own. As a result of the Gazit America Transaction, Gazit indirectly owns 100% of the 23,345,088 outstanding common shares of GAA. The Reporting Persons had previously reported beneficial ownership of 100% of the 23,345,088 outstanding common shares of GAA because GAA is indirectly controlled by Gazit. GAA wholly owns Ficus, which directly owns 5,386,857 shares of the Issuer’s common stock, and Silver Maple, which directly owns 8,893,213 shares of the Issuer’s common stock. The Reporting Persons’ beneficial ownership of the Issuer’s common stock did not change as a result of the GAA Privatization Transaction. Nevertheless, The Reporting Persons pecuniary interest in the Issuer’s common stock held by Ficus and Silver Maple increased from 73.1% to 100%

 

   

MGN-A’s purchase of 500,000 Equity One Shares on August 14, 2012 in a private placement.

 

Item 2. Identity and Background

Item 2 is amended and restated in its entirety as follows:

This Schedule 13D is filed by the Reporting Persons set forth in the table below pursuant to Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.


CUSIP No. 294752100       Page 15

 

The following table sets forth the name, address and citizenship for each of the Reporting Persons:

 

Reporting Person

 

Address

 

Citizenship/ Place of Organization

Chaim Katzman  

1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

  United States/Israel
Dor J. Segal  

85 Hanna Avenue, Ste. 400

Toronto, Ontario M6K,

Canada

  United States/Israel
Erica Ottosson  

15 Mill Street

Toronto ON M5A 3R6

Canada

  Canada/Sweden
Gazit-Globe Ltd. (“Gazit”)  

One Hashalom Road

Tel Aviv, 67892

Israel

  Israel
M G N (USA) INC. (“MGN”)  

1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

  Nevada
GAZIT (1995), INC. (“1995”)  

1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

  Nevada
Gazit First Generation LLC (“First Generation”)  

1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

  Delaware
MGN America, LLC (“MGN-A”)  

1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

  Delaware
Gazit America, Inc. (“GAA”)  

109 Atlantic Ave., Ste 303

Toronto, ON M6K 1X4

Canada

  Ontario, Canada
Silver Maple (2001), Inc. (“Silver Maple”)  

109 Atlantic Ave., Ste 303

Toronto, ON M6K 1X4

Canada

  Nevada
Ficus, Inc. (“Ficus”)  

109 Atlantic Ave., Ste 303

Toronto, ON M6K 1X4

Canada

  Delaware


CUSIP No. 294752100       Page 16

 

The principal business of each of the Reporting Persons is set forth in the following table:

 

Reporting Person

  

Principal Business

Chaim Katzman    Chaim Katzman is the President and Chairman of the Board of Norstar Holdings Inc. and Gazit, and Chairman of the Board of the Issuer.
Dor J. Segal    Dor J. Segal is the Executive Vice-Chairman of Gazit, Vice-Chairman, President and CEO of First Capital Realty, Director of Norstar Holdings, Inc., and Vice-Chairman and Director of the Issuer.
Erica Ottosson    Erica Ottosson is a gallery director.
Gazit-Globe Ltd. (“Gazit”)    Gazit is a real estate investment company that trades on the Tel Aviv Stock Exchange (TASE) as part of the TA-25 under the ticker symbol “GLOB” and on the New York Stock Exchange under the ticker symbol “GZT”. Gazit is engaged, directly and through subsidiaries and affiliates, in the acquisition, development and management of properties in North America, Europe, Brazil and Israel, including shopping centers, senior living communities and medical office buildings.
M G N (USA) INC. (“MGN”)    MGN is engaged in the acquisition, development and management of income producing properties in the United States and Brazil, including senior living communities and medical office buildings. MGN acts to identify and capitalize on business opportunities in its existing sectors and/or in fields that relate to its activity in its geographic areas of operations and in other areas. MGN is a wholly-owned subsidiary of Gazit.
GAZIT (1995), INC. (“1995”)    1995 invests in real estate related businesses, including the businesses of its affiliates and those of unrelated public companies. 1995 is a wholly-owned subsidiary of Gazit.
Gazit First Generation LLC (“First Generation”)    First Generation invests in real estate related businesses, limited only to the businesses of its affiliates in United States. First Generation is a wholly owned subsidiary of 1995.
MGN America, LLC (“MGN-A”)    MGN-A invests in real estate related businesses, including the businesses of its affiliates. MGN-A is a wholly-owned subsidiary of Gazit.
Gazit America, Inc. (“GAA”)    GAA invests in real estate related businesses, including the businesses of its affiliates and those of unrelated public companies. GAA is a wholly owned subsidiary of Gazit.
Silver Maple (2001), Inc. (“Silver Maple”)    Silver Maple is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Silver Maple is a wholly owned subsidiary of GAA.
Ficus, Inc. (“Ficus”)    Ficus is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Ficus is a wholly owned subsidiary of GAA.

The information required by Instruction C to Schedule 13D with respect to (a) the executive officers and directors of the Reporting Persons, (b) each person controlling the Reporting Persons and (c) each executive officer and director of any corporation or other person ultimately in control of the Reporting Persons (collectively, the “Covered Persons”), is set forth below


CUSIP No. 294752100       Page 17

 

Covered Persons with Respect to Gazit

 

Name, Position with

Gazit & Address

  

Present Principal

Occupation

  

Name and Address of Employer

  

Citizenship

Chaim Katzman,

Chairman of the Board of Directors

 

1696 NE Miami Gardens

Drive North Miami Beach,

FL 33179

   Chairman of the Board of Gazit    c/o Gazit Group USA Inc.

1696 NE Miami Gardens
Drive

North Miami Beach, FL
33179

   US, Israel

Arie Mientkavich,

Deputy Chairman of the Board of Directors

 

14 Bezalel Street,

Jerusalem, Israel

   Deputy Chairman of the Board of Gazit    c/o Gazit Group USA Inc.

1696 NE Miami Gardens
Drive

North Miami Beach, FL
33179

   Israel

Dor J. Segal,

Executive Vice Chairman of the Board of Directors

 

85 Hanna Avenue, Ste. 400

Toronto, Ontario M6K,

Canada

   Vice-Chairman, President and CEO of First Capital Realty    First Capital Realty

85 Hanna Avenue, Ste. 400

Toronto, Ontario M6K,

Canada

   US, Israel

Yair Orgler,

Director

 

19 Ya’akov Zerubavel Street,

Tel Baruch, Tel-Aviv,

Israel

   Professor Emeritus of the Management Faculty, Tel-Aviv University    Tel-Aviv University

Department of Finance

The Leon Recanati
Graduate School of
Business Administration

Box 39010

Ramat Aviv, Tel Aviv
69978

Israel

   Israel

Chaim Ben-Dor,

Director

 

14 Nili Street,

Jerusalem, Israel

   Corporate Consultant    Chaim Ben-Dor

14 Nili Street,

Jerusalem, Israel

   Israel

Shay Pilpel,

Director

 

8 Ben Haim Street,

Ramat Hasharon

   Chief Executive Officer    Wexford Capital Israel Ltd.

c/o Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

   Israel

Noga Knaz,

Director

 

6 Sasha Argov Street,

Tel-Aviv, Israel

   General Manager    Rosario Capital Ltd.

2 Weitzman St.,

Amot Investment Tower

Tel Aviv, Israel

64239

   Israel


CUSIP No. 294752100       Page 18

 

Gary Epstein

Director

   Chair of the Global Corporate and Securities Department    Greenberg

Traurig, LLP, an
international law firm

 

333 SE 2nd Avenue

Suite 4400

Miami, FL 33131

   US

Douglas Sesler

Director

  

Private Real

Estate Investor

   Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

   US

Nadine Baudot-Trajtenberg

Director

  

Corporate

director

   Gazit-Globe Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

   Israel

Aharon Soffer,

President

 

Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

   President, Gazit    Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

   Israel

Gil Kotler,

Senior Executive Vice President and Chief Financial Officer

 

Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

  

Senior Executive

Vice President

and Chief

Financial Officer,

Gazit

   Gazit-Globe Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

   Israel

Eran Ballan,

Senior Executive Vice President, General Counsel, and Corporate Secretary

 

Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

  

Senior Executive

Vice President

and General

Counsel, Gazit

   Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

   Israel

Varda Zuntz,

Corporate Secretary

 

Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

  

VP of Corporate Responsibility,

Gazit

   Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

   Israel

Romano Vaisenberger,

Vice President and Controller

 

Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

  

Vice President

and Controller,

Gazit

   Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

   Israel


CUSIP No. 294752100       Page 19

 

Gazit is traded on the Tel Aviv Stock Exchange (TASE) under the ticker symbol “GLOB” and on the New York Stock Exchange (NYSE) under the ticker symbol “GZT”. Approximately 56.21% of Gazit’s ordinary shares (the “Ordinary Shares”) are owned directly or indirectly by Norstar Holdings Inc. (“Norstar”), a publicly traded company listed on the Tel Aviv Stock Exchange under the ticker “NSTR”. Chaim Katzman, Chairman of the Board of Directors of Gazit, controls 48.6% of the ordinary shares of Norstar (including 19.3% of its ordinary shares held by First U.S. Financial, LLC, or FUF) and is Chairman of the Board of Norstar. Dor J. Segal, Executive Vice-Chairman of the Issuer and a Director in Norstar Holdings Inc., holds 9.6% of the outstanding shares of Norstar and Erica Ottosson (wife of Mr. Segal) holds 6.4% of the outstanding shares of Norstar. Mr. Katzman was granted an irrevocable proxy by FUF to vote, at his discretion, the shares of Norstar held by FUF. FUF is owned by Mr. Katzman, including through private entities owned by Mr. Katzman and members of his family, both directly and indirectly (51.4%); Erica Ottosson (22.6%); and Martin Klein (26%). In addition, Mr. Katzman was granted an irrevocable proxy by Erica Ottosson to vote her shares of FUF stock with respect to all matters at FUF shareholder meetings. On January 30, 2013, Mr. Katzman, together with related parties (collectively, the “Katzman Group”) and Mr. Segal, Ms. Ottosson, together with related parties (collectively, the “Segal Group”), entered into a shareholders agreement (the “Shareholders Agreement”), with respect to their outstanding shares in Norstar (see Item 6 below). Accordingly, even though Gazit’s board of directors includes a majority of independent directors, Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control Gazit. The public stockholders of Gazit own approximately 43% of the Ordinary Shares.

The name, residence or business address, present principal occupation and the name and address of any corporation or organization in which such employment is conducted and the citizenship of each of the executive officers and directors of Norstar are set forth below.


CUSIP No. 294752100       Page 20

 

Covered Persons with Respect to Norstar

 

Name, Position with

Norstar & Address

 

Present Principal

Occupation

 

Name and Address of

Employer

 

Citizenship

Chaim Katzman,

Chairman of the Board of Directors

 

c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179

 

Chairman of the

Board of Issuer

  c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179   USA, Israel

Shulamit Rozen-Katzman MD; Vice-Chairman of the Board of Directors

 

c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179

  Medical Doctor   Shulamit Rozen-Katzman MD c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179   USA, Israel

Dor J. Segal

Director

 

c/o First Capital Realty 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada

  Vice-Chairman, President and Chief Executive Officer of First Capital Realty Inc.   First Capital Realty Inc. 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada   USA, Israel

Juda Erlich; Director;

 

18, Herzfeld Street, Kiryat Ono, Israel

  Independent Accountant   Juda Erlich 18, Herzfeld Street, Kiryat Ono, Israel   Israel

Itschak Friedman;

Director

  CEO, Starlims Technologies Corporation   Starlims Technologies Corporation 4000 Hollywood Blvd., Ste. 333 South Hollywood, FL 33021   USA, Israel

Shmuel Messenberg;

Director;

 

15 Hefetz Mordechai Street, Petach Tikva, Israel

  Business Consultant   Shmuel Messenberg 15 Hefetz Mordechai Street, Petach Tikva, Israel   Israel

Aviad (Adi) Armoni; Director;

19 Yehuda Hanasi Street, Tel Aviv, Israel

  Dean of the Business School at The College of Management Academic Studies; Head of Graduate School of Business; Chairman, founder and owner of KBIS Ltd.;   A. Bina Consultancy and Management Ltd. 19 Yehuda Hanasi Street, Tel Aviv, Israel   Israel


CUSIP No. 294752100       Page 21

 

Dina Ben-Ari; Director

 

3951 194 TR. Sunny Isles
Florida 33160

  Head of Friends of the IDF,
Miami, Florida
  c/o Gazit Group USA Inc. 1696
NE Miami Gardens Drive North
Miami Beach, FL 33179
  USA, Israel

Gil Kotler; Controller

 

c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179

  Senior Executive Vice President and Chief Financial Officer, Issuer   c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179   Israel

Mia Stark; Chief Administrative Officer

 

c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179

  Chief Administrative Officer, Norstar Holdings Inc.   c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179   Israel

Varda Zuntz; Company Secretary

 

c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel

  Company Secretary, Issuer   Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel   Israel

Covered Persons with Respect to MGN, 1995, MGN-A and First Generation

 

Name, Position with

MGN, 1995, MGN-A,

and First Generation & Address

 

Present Principal

Occupation

 

Name and Address of Employer

 

Citizenship

Chaim Katzman,*

President and Director

     

Dor J. Segal,*

Vice President and Director

     

Gil Kotler,*

Chief Strategy Officer

     

Sean Kanov,

Controller, Treasurer and Secretary

 

c/o Gazit Group, USA

1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

  Executive Vice President and Chief Financial Officer  

Gazit Group, USA

1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

  USA

 

* See information provided for Covered Persons with Respect to Gazit, above.


CUSIP No. 294752100       Page 22

 

Covered Persons with Respect to GAA

 

Name, Position with

GAA & Address

 

Present Principal

Occupation

 

Name and Address of Employer

 

Citizenship

Dor J. Segal,*

President and

Chairman, Director

     

Chaim Katzman,*

Director

     

Aharon Soffer,*

Director

     

Alex Correia,

Secretary and Director

  Company Secretary   First Capital Realty Inc. 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada   Canada

Covered Persons with Respect to Silver Maple and Ficus

 

Name, Position with

Silver Maple and

Ficus & Address

  

Present Principal

Occupation

  

Name and Address of Employer

  

Citizenship

Dor J. Segal,*

President and Director

        

Chaim Katzman,*

Director

        

Aharon Soffer,*

Director

        

Alex Correia,**

Secretary and Director

        

 

* See information provided for Covered Persons with Respect to Gazit, above.

 

** See information provided for Covered Persons with Respect GAA, above.


CUSIP No. 294752100       Page 23

 

Item 3. Source and Amount of Funds and Other Consideration.

Item 3 is amended and supplemented as follows:

MGN-A purchased 500,000 Issuer Shares for $10,600,000 on August 14, 2012 in a private placement. The source of the funds was an existing revolving credit facility.

Mr. Segal has acquired the 31,900 Shares (including 7,050 Shares held jointly with Ms. Ottosson) which he holds of record through various restricted stock grants, through bonus awards accepted in the form of Shares and through the exercise of options. Mr. Segal’s approximate net investment cost for his Shares is $0.

 

Item 5. Interests in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The aggregate percentage of Shares reported beneficially owned by each Reporting Person as of the date of filing of this Schedule 13D is based upon 118,832,568 Shares issued and outstanding, as reported by the Issuer in the quarterly report for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission on November 8, 2012.

Chaim Katzman

 

(a) Aggregate Number of Shares beneficially owned: 54,069,700 (45.5% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 882,186

 

  (ii) Shared power to vote or to direct the vote: 53,187,514

 

  (iii) Sole power to dispose or to direct the disposition of: 882,186

 

  (iii) Shared power to dispose or to direct the disposition of: 53,187,514

Mr. Katzman may be deemed to control Gazit. Of the Shares beneficially owned by Mr. Katzman as of the date of this filing:

 

   

Mr. Katzman has sole voting and dispositive power of 882,188 Shares held directly by him and indirectly through family trusts, which he controls (not including (i) 187,036 Shares held of record by family members and (ii) Shares issuable on exercise of 437,317 options which are currently vested and exercisable); and


CUSIP No. 294752100       Page 24

 

   

Mr. Katzman shares voting and dispositive authority over 9,203,134 Shares with Gazit and MGN, as such Shares are directly held by MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

   

Mr. Katzman shares voting and dispositive authority over 10,812,312 Shares with Gazit, MGN, and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

   

Mr. Katzman shares voting and dispositive authority over 18,891,997 Shares with Gazit, MGN and MGN-A, as such Shares are directly held by MGN-A, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

   

Mr. Katzman shares voting and dispositive authority over 8,893,213 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

   

Mr. Katzman shares voting and dispositive authority over 5,386,857 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c) Mr. Katzman has not effected any transactions in the Shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Katzman.

 

(e) Not applicable.

Dor J. Segal

 

(a) Aggregate Number of Shares beneficially owned: 53,216,114 (44.8% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 31,900

 

  (ii) Shared power to vote or to direct the vote: 53,187,514

 

  (iii) Sole power to dispose or to direct the disposition of: 31,900


CUSIP No. 294752100       Page 25

 

  (iv) Shared power to dispose or to direct the disposition of: 53,187,514

Mr. Segal may be deemed to control Gazit. Of the Shares beneficially owned by Mr. Segal as of the date of this filing:

 

   

Mr. Segal has sole voting and dispositive power of 31,900 Shares held directly by him including (i) 7,050 Shares held jointly with Mr. Segal’s spouse, Erica Ottosson and (ii) 4,950 Shares of unvested restricted stock which Mr. Segal has the power to vote.

 

   

Mr. Segal shares voting and dispositive authority over 9,203,134 Shares with Gazit and MGN, as such Shares are directly held by MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control; and

 

   

Mr. Segal shares voting and dispositive authority over 10,812,312 Shares with Gazit, MGN, 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control; and

 

   

Mr. Segal shares voting and dispositive authority over 18,891,997 Shares with Gazit, MGN and MGN-A, as such Shares are directly held by MGN-A, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control; and

 

   

Mr. Segal shares voting and dispositive authority over 8,893,213 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control; and

 

   

Mr. Segal shares voting and dispositive authority over 5,386,857 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control.

 

(c) Other than 4,950 Shares that Mr. Segal received on January 1, 2013 pursuant to his compensation as a director of the Issuer, Mr. Segal has not effected any transactions in the Shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Segal.

 

(e) Not applicable.


CUSIP No. 294752100       Page 26

 

Erica Ottosson

 

(a) Aggregate Number of Shares beneficially owned: 53,194,564 (44.8% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 7,050

 

  (ii) Shared power to vote or to direct the vote: 53,187,514

 

  (iii) Sole power to dispose or to direct the disposition of: 7,050

 

  (iv) Shared power to dispose or to direct the disposition of: 53,187,514

Ms. Ottosson may be deemed to control Gazit. Of the Shares beneficially owned by Ms. Ottosson as of the date of this filing:

 

   

Ms. Ottosson has sole voting and dispositive power over 7,050 Shares held jointly with Mr. Segal.

 

   

Ms. Ottosson shares voting and dispositive authority over 9,203,134 Shares with Gazit and MGN, as such Shares are directly held by MGN, which is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control; and

 

   

Ms. Ottosson shares voting and dispositive authority over 10,812,312 Shares with Gazit, MGN, 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control; and

 

   

Ms. Ottosson shares voting and dispositive authority over 18,891,997 Shares with Gazit, MGN and MGN-A, as such Shares are directly held by MGN-A, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control; and

 

   

Ms. Ottosson shares voting and dispositive authority over 8,893,213 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control; and

 

   

Ms. Ottosson shares voting and dispositive authority over 5,386,857 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control.

 

(c) Ms. Ottosson has not effected any transactions in the Shares during the past 60 days.


CUSIP No. 294752100       Page 27

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Ms. Ottosson.

 

(e) Not applicable.

Gazit

 

(a) Aggregate Number of Shares beneficially owned: 53,187,514 (44.8% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 53,187,514

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 53,187,514

Of the Shares beneficially owned by Gazit as of the date of this filing:

 

   

Gazit shares voting and dispositive authority over 9,203,134 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, and MGN, as such Shares are held directly by MGN, a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

 

   

Gazit shares voting and dispositive authority over 10,812,312 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, MGN, 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

 

   

Gazit shares voting and dispositive authority over 18,891,997 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, MGN and MGN-A, as such Shares are held directly by MGN-A, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

 

   

Gazit shares voting and dispositive authority over 8,893,213 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, GAA and Silver Maple as such Shares are held directly by Silver Maple, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and


CUSIP No. 294752100       Page 28

 

   

Gazit shares voting and dispositive authority over 5,386,857 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, GAA and Ficus as such Shares are held directly by Ficus, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control.

 

(c) Gazit has not effected any transactions in the Shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Gazit.

 

(e) Not applicable.

MGN

 

(a) Aggregate Number of Shares beneficially owned: 38,907,443 (32.7% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 38,907,443

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 38,907,443

Of the Shares beneficially owned by MGN as of the date of this filing:

 

   

MGN shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, and Gazit, as such Shares are held directly by MGN, MGN-A and 1995, wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

 

   

MGN shares voting and dispositive authority over 9,203,134 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, and Gazit, as such shares are held directly by MGN, a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

 

   

MGN shares voting and dispositive authority over 18,891,997 Shares it beneficially owns with MGN-A, as such Shares are held directly by MGN-A, a wholly-owned subsidiary of MGN; and


CUSIP No. 294752100       Page 29

 

   

MGN shares voting and dispositive authority over 10,812,312 Shares it beneficially owns with 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, a wholly-owned subsidiary of MGN.

 

(c) MGN has not effected any transactions in the Shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN.

 

(e) Not applicable.

1995

 

(a) Aggregate Number of Shares beneficially owned: 10,812,312 (9.1% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 10,812,312

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 10,812,312

Of the Shares beneficially owned by 1995 as of the date of this filing:

 

   

1995 shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, MGN and First Generation as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control

 

(c) 1995 has not effected any transactions in the Shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by 1995.

 

(e) Not applicable.


CUSIP No. 294752100       Page 30

 

First Generation

 

(a) Aggregate Number of Shares beneficially owned: 10,812,312 (9.1% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 10,812,312

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 10,812,312

Of the Shares beneficially owned by First Generation as of the date of this filing:

 

   

First Generation shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, MGN and 1995 as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control.

 

(c) First Generation has not effected any transactions in the Shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by First Generation.

 

(e) Not applicable.

MGN-A

 

(a) Aggregate Number of Shares beneficially owned: 18,891,997 (15.9% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 18,891,997

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 18,891,997


CUSIP No. 294752100       Page 31

 

Of the Shares beneficially owned by MGN-A as of the date of this filing:

 

   

MGN-A shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit and MGN, as such Shares are held directly by MGN-A, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control.

 

(c) MGN-A has not effected any transactions in the Shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN-A.

 

(e) Not applicable.

GAA

 

(a) Aggregate Number of Shares beneficially owned: 14,280,070 (12.0% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 14,280,070

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 14,280,070

Of the Shares beneficially owned by GAA as of the date of this filing:

 

   

GAA shares voting and dispositive authority over 8,893,213 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman, Mr. Segal, and Ms. Ottosson; and

 

   

GAA shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman, Mr. Segal, and Ms. Ottosson.

 

(c) GAA has not effected any transactions in the Shares during the past 60 days.


CUSIP No. 294752100       Page 32

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by GAA.

 

(e) Not applicable.

Silver Maple

 

(a) Aggregate Number of Shares beneficially owned: 8,893,213 (7.5% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 8,893,213

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 8,893,213

Of the Shares beneficially owned by Silver Maple as of the date of this filing:

 

   

Silver Maple shares voting and dispositive authority over 8,893,213 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and GAA, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is itself a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman, Mr. Segal, and Ms. Ottosson.

 

(c) Silver Maple has not effected any transactions in the Shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Silver Maple.

 

(e) Not applicable.

Ficus

 

(a) Aggregate Number of Shares beneficially owned: 5,386,857 (4.5% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0


CUSIP No. 294752100       Page 33

 

  (ii) Shared power to vote or to direct the vote: 5,386,857

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 5,386,857

Of the Shares beneficially owned by Ficus as of the date of this filing:

 

   

Ficus shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and GAA, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman, Mr. Segal, and Ms. Ottosson.

 

(c) Ficus has not effected any transactions in the Shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Ficus.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

Item 6 is hereby amended and supplemented as follows:

On January 30, 2013, Mr. Katzman, together with related parties (collectively, the “Katzman Group”) Mr. Segal, and Ms. Ottosson, together with related parties (collectively, the “Segal Group”), entered into a shareholders agreement (the “Shareholders Agreement”), with respect to their outstanding shares in Norstar.

The Shareholders Agreement provided that (i) each member of the Katzman Group will vote, subject to certain conditions, all of its shares and any other voting securities of Norstar over which it has voting control for the election to Norstar’s board of directors of two directors designated by the Segal Group and that (ii) each member of the Segal Group will vote all of its shares and any other voting securities of Norstar over which it has voting control for nominees to the Board of Directors as directed in writing by a representative of the Katzman Group. The Shareholders Agreement also provides that if any member of the Katzman Group or any member of the Segal Group proposes to sell, other than pursuant to an open-market transaction or a de minimis transaction (each involving less than 2% of Norstar’s outstanding stock per calendar quarter), any of its shares of Norstar, each member of the other group shall have “tag-along” rights to require their shares of Norstar’s stock be sold alongside the seller’s shares and for the same terms.


CUSIP No. 294752100       Page 34

 

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Initial 13D is amended and supplemented to include the following:

 

Exhibit No.

  

Description

1.    Consent and Joint Filing Statement
2.    Stockholders Agreement, dated January 30, 2013, by and among, Mr. Chaim Katzman, First US Financial LLC, Mr. Dor J. Segal, and Ms. Erica Ottosson


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

        CHAIM KATZMAN
Date: January 31, 2013     By:  

 /s/  Chaim Katzman

    DOR J. SEGAL
Date: January 31, 2013     By:  

 /s/   Dor J. Segal

    ERICA OTTOSSON
Date: January 31, 2013     By:  

 /s/  Erica Ottosson

    GAZIT-GLOBE, LTD.
Date: January 31, 2013     By:  

 /s/  Chaim Katzman

      Name: Chaim Katzman
      Title:   Chairman
Date: January 31, 2013     By:  

 /s/  Varda Zuntz

      Name: Varda Zuntz
      Title:   VP of Corporate Responsibility
    M G N (USA) INC.
Date: January 31, 2013     By:  

 /s/  Chaim Katzman

      Name: Chaim Katzman
      Title:   President
Date: January 31, 2013     By:  

 /s/  Sean Kanov

      Name: Sean Kanov
      Title:   Controller

 

Signature page to EQY Schedule 13D/A


        GAZIT (1995), INC.
Date: January 31, 2013     By:  

 /s/ Chaim Katzman

      Name: Chaim Katzman
      Title:   President
Date: January 31, 2013     By:  

 /s/ Sean Kanov

      Name: Sean Kanov
      Title:   Controller
    GAZIT FIRST GENERATION LLC
Date: January 31, 2013     By:  

 /s/ Chaim Katzman

      Name: Chaim Katzman
      Title:   President
Date: January 31, 2013     By:  

 /s/ Sean Kanov

      Name: Sean Kanov
      Title:   Controller
    MGN AMERICA, LLC
Date: January 31, 2013     By:  

 /s/ Chaim Katzman

      Name: Chaim Katzman
      Title:   President
Date: January 31, 2013     By:  

 /s/ Sean Kanov

      Name: Sean Kanov
      Title:   Controller

 

Signature page to EQY Schedule 13D/A


        GAZIT AMERICA, INC.
Date: January 31, 2013     By:  

 /s/ Dor J. Segal

      Name: Dor J. Segal
      Title:   President and Chairman
Date: January 31, 2013     By:  

 /s/ Alex Correia

      Name: Alex Correia
      Title:   Secretary
    SILVER MAPLE (2001), INC.
Date: January 31, 2013     By:  

 /s/ Dor J. Segal

      Name: Dor J. Segal
      Title:   President
Date: January 31, 2013     By:  

 /s/ Alex Correia

      Name: Alex Correia
      Title:   Secretary
    FICUS, INC.
Date: January 31, 2013     By:  

 /s/ Dor J. Segal

      Name: Dor J. Segal
      Title:   President
Date: January 31, 2013     By:  

 /s/ Alex Correia

      Name: Alex Correia
      Title:   Secretary

Signature page to EQY Schedule 13D/A