SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
DELTA GALIL INDUSTRIES LTD.
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(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 1 PER SHARE
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(Title of Class of Securities)
None
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(CUSIP Number)
Isaac Dabah
GMM Capital, LLC
c/o IID LLC
689 Fifth Avenue, 14th Floor
New York, NY 10022
(212) 688-8288
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Thomas W. Greenberg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
August 30, 2005
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(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 sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
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, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
GMM Capital, LLC
I.R.S. Identification No.: 72-6232404
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[ ]
(b)[ ]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
AF, BK
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
0
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Number of 8. Shared Voting Power
Shares
Beneficially 5,086,981
Owned by ----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person with 0
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10. Shared Dispositive Power
5,086,981
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,086,981
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
27.2%*
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14. Type of Reporting Person (See Instructions)
OO
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* Based on 18,695,165 ordinary shares outstanding, excluding 1,206,802 ordinary
shares held by the Company and excluding 45,882 ordinary shares held by a
trustee in connection with Delta Galil's stock option plans.
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
GMM Trust
I.R.S. Identification No.: 72-6232404
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[ ]
(b)[ ]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
New Jersey
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7. Sole Voting Power
0
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Number of 8. Shared Voting Power
Shares
Beneficially 5,086,981
Owned by ----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person with 0
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10. Shared Dispositive Power
5,086,981
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,086,981
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
27.2%*
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14. Type of Reporting Person (See Instructions)
OO
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* Based on 18,695,165 ordinary shares outstanding, excluding 1,206,802 ordinary
shares held by the Company and excluding 45,882 ordinary shares held by a
trustee in connection with Delta Galil's stock option plans.
This Amendment No. 2 to Schedule 13D (this "Statement") relates to the
ordinary shares, par value 1 NIS per share ("Ordinary Shares"), of Delta Galil
Industries Ltd., an Israeli corporation (the "Company"). This Amendment amends
(i) the initial statement on Schedule 13D, filed on August 17, 2005 (the
"Initial Statement") jointly on behalf of GMM Capital, LLC ("GMM Capital"), a
Delaware limited liability company and GMM Trust, a trust formed under the laws
of the State of New Jersey ("GMM Trust", and together with GMM Capital, the
"Reporting Persons") and (ii) Amendment No. 1 to the Initial Statement filed by
the Reporting Persons on August 18, 2005 (the "First Amendment"). This Amendment
is being filed by the Reporting Persons to report that the share purchase
transaction described in the Initial Statement has closed. Capitalized terms
used but not defined herein have the meanings ascribed to them in the Initial
Statement or the First Amendment. The Initial Statement is hereby amended as
follows:
Item 2. Identity and Background.
Item 2(b) is amended and restated as follows:
(b) The principal office of each of the Reporting Persons is located at
c/o IID LLC, 689 Fifth Avenue, 14th Floor, New York, NY 10022. The names,
business addresses and present principal occupations or employment of the
trustees of GMM Trust are set forth on the attached Schedule I, which is
incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and restated as follows:
The Reporting Persons entered into an agreement to acquire 4,256,537
Ordinary Shares (the "Purchased Shares") owned by Sara Lee International
Corporation ("Sara Lee") pursuant to the transactions more fully described in
Item 4 of this Statement for an aggregate purchase price of $27,667,490.50
pursuant to a Share Purchase Agreement, dated as of August 15, 2005 (the "Share
Purchase Agreement"), by and between GMM Capital and Sara Lee. GMM Capital
funded the purchase price with capital provided by and on behalf of GMM Trust
and through a loan obtained from United Mizrahi Bank Ltd. The loan is secured in
part by a pledge of the Purchased Shares from GMM Capital. Copies of the loan
agreement and pledge agreement are attached as Exhibits 4 and 5 hereto,
respectively. The Reporting Persons hold an additional 830,444 Ordinary Shares
which were acquired for cash through open market purchases for an aggregate
purchase price of $6,991,956.87, including brokerage fees and commissions.
Item 4. Purpose of Transaction.
Item 4 is hereby supplementally amended as follows:
On August 30, 2005, GMM Capital and Sara Lee consummated the
transactions contemplated by the Share Purchase Agreement and GMM Capital
purchased the Purchased Shares owned by Sara Lee for an aggregate purchase price
of $27,667,490.50, or $6.50 per share. The purchase price was funded with a loan
provided by United Mizrahi Bank Ltd., as more fully described in Item 3.
Concurrently with the consummation of the transactions contemplated by the Share
Purchase Agreement, GMM Capital and the Lautman Group entered into the
Shareholders Agreement.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
(a) Based upon information set forth in the Company's Report on Form
20-F for the period ending December 31, 2004, there were 19,947,849 Ordinary
Shares outstanding as of December 31, 2004, 1,206,802 of which were held by the
Company as treasury shares and 45,882 of which were held by a trustee in
connection with the Company's stock option plans. The Reporting Persons may be
deemed to beneficially own 5,086,981 Ordinary Shares, or 27.2% of the
outstanding Ordinary Shares. The persons set forth on Schedule I do not
beneficially own any Ordinary Shares and expressly disclaim beneficial ownership
of the Ordinary Shares deemed beneficially owned by the Reporting Persons.
(b) The Reporting Persons share the power to vote or to direct to vote
and the share the power to dispose or to direct the disposition of all 5,086,981
Ordinary Shares that may be deemed beneficially owned by them. As a result of
its ownership of GMM Capital, GMM Trust may be deemed to control the power to
vote or direct the disposition of such Ordinary Shares. The persons set forth on
Schedule I do not have the power to vote or to direct to vote or the power to
dispose or to direct the disposition of any other Ordinary Shares and expressly
disclaim beneficial ownership of the Ordinary Shares deemed beneficially owned
by the Reporting Persons.
(c) Other than as set forth on Schedule II or in Item 4, during the
past sixty days, there were no purchases of the shares of Common Stock, or
securities convertible into or exchangeable for Ordinary Shares, by the
Reporting Persons or any person or entity controlled by the Reporting Persons or
any person or entity for which the Reporting Persons possess voting control over
the securities thereof or, to the knowledge of the Reporting Persons, any person
set forth on Schedule I. During such sixty day period, there were no sales of
the shares of Common Stock, or securities convertible into or exchangeable for
shares of Common Stock, by the Reporting Persons or any person or entity
controlled by the Reporting Persons or any person or entity for which the
Reporting Persons possess voting control over the securities thereof or, to the
knowledge of the Reporting Persons, any person set forth on Schedule I.
(d) No person (other than the Reporting Persons) is known by the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares
referenced in this Statement.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Item 7 is supplementally amended as follows:
4. Loan Agreement, dated as of August 30, 2005 between United Mizrahi Bank
Ltd. and GMM Capital LLC
5. Securities Pledge Deed, dated as of August 30, 2005 between GMM Capital
LLC and United Mizrahi Bank Limited
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth herein is true, complete and correct.
GMM CAPITAL LLC
By: /s/ Isaac Dabah
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Name: Isaac Dabah
Title: Executive Director
GMM TRUST
By: /s/ Isaac Dabah
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Name: Isaac Dabah
Title: Trustee
Dated: September 1, 2005
SCHEDULE II
Purchases by GMM Capital:
Date of Acquisition Number of Shares Purchased Price Per Share ($)
8/16/05 74,000 7.395
8/16/05 2,500 7.53
8/17/05 105,154 7.955
8/17/05 3,000 8.03
8/18/05 10,967 8.046
8/18/05 198 8.04
8/22/05 26,960 7.67
8/23/05 32,000 7.63
8/25/05 11,614 7.19
8/29/05 70,000 7.21
EXHIBIT INDEX
4. Loan Agreement, dated as of August 30, 2005 between United Mizrahi Bank
Ltd. and GMM Capital LLC
5. Securities Pledge Deed, dated as of August 30, 2005 between GMM Capital
LLC and United Mizrahi Bank Limited