UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Gilat Satellite Networks Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 0.20 par value per share
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(Title of Class of Securities)
M51474-10-0
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(CUSIP Number)
Adam J. Semler
JGD Management Corp.
767 Fifth Avenue, 17th Floor
New York, New York 10153
Telephone: (212) 300-1300
With copies to:
Richard P. Swanson, Esq.
Arnold & Porter LLP
399 Park Avenue
New York, New York 10022
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 20, 2006
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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 ss.240.13d-1(e), ss.240.13d-1(f) or ss.240.13d-1(g), check
the following box |_|.
Page 1 of 21 Pages
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 21 Pages
CUSIP No. M51474-10-0 13D
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1) NAMES OF REPORTING PERSONS JGD Management Corp.
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
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3) SEC USE ONLY
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4) SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
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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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NUMBER OF 7) SOLE VOTING POWER 11,372,991
SHARES -----------------------------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER -0-
OWNED BY -----------------------------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER 9,071,372
REPORTING -----------------------------------------------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER -0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED 11,372,991
BY EACH REPORTING PERSON
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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) Approximately 28.6%
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14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 3 of 21 Pages
Item 1. Security and Issuer
This statement on Schedule 13D (this "Statement") relates to
the ordinary shares, par value NIS 0.20 per share (the "Shares"), of Gilat
Satellite Networks Ltd. (the "Company").
The principal executive offices of the Company are located at
21 Yegia Kapayim Street, Petach-Tikva, Israel.
Item 2. Identity and Background
(a) This Statement is filed by JGD Management Corp. ("JGD" or the "Reporting
Person"), a Delaware corporation, d/b/a York Capital Management, with respect to
Shares directly owned by or allocated for the benefit of:
(i) York Capital Management, L.P. ("York Capital"), a Delaware
limited partnership;
(ii) York Investment Limited ("York Investment"), a
corporation of the Commonwealth of The Bahamas; and
(iii) York Credit Opportunities Fund, L.P. ("York Credit
Opportunities"), a Delaware limited partnership.
JGD and its affiliates Dinan Management, L.L.C. ("Dinan
Management"), a New York limited liability company and the General Partner of
York Capital, York Offshore Holdings, Limited ("York Offshore Limited"), a
corporation of the Commonwealth of the Bahamas and the investment manager of
York Investment, and York Credit Opportunities Domestic Holdings, LLC ("York
Credit Opportunities Domestic Holdings"), a New York limited liability company
and the General Partner of York Credit Opportunities, form part of the York
Capital Management family of investment advisory entities, which provides
investment advisory and administrative services to pooled investment vehicles,
including, but not limited to, York Capital, York Investment and York Credit
Opportunities. Accordingly, JGD may be deemed to have beneficial ownership over
the Shares reported in this Statement.
The sole shareholder of JGD is James G. Dinan.
Dinan Management is the General Partner of York Capital. James
G. Dinan and Daniel A. Schwartz are the controlling members of Dinan Management.
York Offshore Limited is the investment manager of York
Investment. The controlling principal of York Offshore Limited is James G.
Dinan. Daniel A. Schwartz is a director of York Offshore Limited.
Page 4 of 21 Pages
York Credit Opportunities Domestic Holdings is the General
Partner of York Credit Opportunities. James G. Dinan and Daniel A. Schwartz are
the controlling members of York Credit Opportunities Domestic Holdings.
The name of each director and each executive officer of JGD,
York Investment and York Offshore Limited is set forth in Exhibits 1, 2 and 3,
respectively, attached hereto, which are incorporated herein by reference.
(b) The principal business address of each of JGD, York
Capital, York Investment, York Credit Opportunities, Dinan Management, York
Offshore Limited, York Credit Opportunities Domestic Holdings, James G. Dinan
and Daniel A. Schwartz is:
c/o York Capital Management
767 Fifth Avenue, 17th Floor
New York, New York 10153
The business address of each other person named in Item 2(a)
above is set forth on Exhibits 1, 2 and 3 attached hereto, which are
incorporated herein by reference.
(c) JGD and its affiliates are investment managers of certain funds and accounts
for which they have discretionary investment authority.
Each of York Capital and York Credit Opportunities is a
privately owned investment limited partnership in the principal business of
purchasing for investment trading purposes securities and other financial
instruments.
York Investment is a privately owned investment company in the
principal business of purchasing for investment trading purposes securities and
other financial instruments.
Dinan Management is a privately owned limited liability
company in the principal business of acting as the General Partner of York
Capital and another privately owned limited partnership.
York Offshore Limited is a privately owned company in the
principal business of acting as the investment manager of York Investment.
York Credit Opportunities Domestic Holdings is a privately
owned limited liability company in the principal business of acting as the
General Partner of York Credit Opportunities.
The present principal occupation or employment of each other
person named in Item 2(a) above is set forth on Exhibits 1, 2 and 3 attached
hereto, which are incorporated herein by reference.
Page 5 of 21 Pages
(d)-(e) Neither the Reporting Person nor, to the knowledge of the Reporting
Person, any other person named in Item 2(a) above has during the last five years
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each natural person named in Item 2(a) above is set forth
on Exhibits 1, 2 and 3 attached hereto, which are incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration
Assignment Agreement
York Capital Management, for and on behalf of accounts managed
by it, and Bank Hapoalim B.M. (the "Bank") entered into a Loan Assignment
Agreement dated June 23, 2005 (as amended on July 18, 2005, the "Assignment
Agreement"), and on July 18, 2005, the Reporting Person consummated the
transactions contemplated by the Assignment Agreement by paying an aggregate
purchase price of $57,972,652 to the Bank to acquire all of the Bank's rights
and obligations under the Facility Agreement, as amended, between the Bank and
the Company (the "Facility Agreement"). The outstanding principal balance on the
assigned Facility Agreement (the "Loan") due by the Company to the Bank was
$70,400,000 as of July 18, 2005, and such outstanding principal balance of the
Loan was allocated by the Reporting Person among its advisory clients as
follows: (i) $10,399,283 of the outstanding principal balance of the Loan was
allocated to York Capital; (ii) $43,600,672 of the outstanding principal balance
of the Loan was allocated to York Investment; and (iii) $16,400,045 of the
outstanding principal balance of the Loan was allocated to York Credit
Opportunities.
Pursuant to an Amendment dated April 1, 2004 to the Facility
Agreement between the Company and the Bank, as amended by the Amendment to
Facility Agreement and Warrant dated December 27, 2005 (the "December 2005
Amendment") between the Company and York Capital Management (as so amended, the
"Loan Amendment"), which Loan Amendment was assigned to the Reporting Person
pursuant to the Assignment Agreement, York Capital Management has the right to
instruct the Company to issue to it or to a third party a warrant or warrants
for the purchase of Shares (each, a "Warrant"), and the maximum exercise amount
that may be paid under all such Warrants shall equal the then outstanding
principal balance of the Loan, plus accrued and unpaid interest thereon.
The exercise price per Share for a Warrant shall equal (i)
until September 30, 2006, $6.75 per Share and (ii) from and after October 1,
2006, the average closing sale price of a Share, as published by NASDAQ over the
thirty consecutive trading days immediately preceding the day of the notice of
exercise by the holder of such Warrant, plus 1%; provided, however, in no event
shall the exercise price per Share from and after October 1, 2006 be less than
$7.50 or more than (i) if exercised between July 1, 2005 and June 30, 2006,
$30.00; and (ii) if exercised between July 1, 2006 and June 30, 2007, $40.00.
Moreover, in the event that the Company completes a private placement investment
by a third party for an amount that exceeds $20 million, at the option of the
Reporting Person, the exercise price of a Warrant shall be based on the same
price offered in the private placement.
Page 6 of 21 Pages
The right to the Warrants can be exercised until June 30,
2007. Once issued, a Warrant will be exercisable for a thirty-day period. The
proceeds paid to the Company from the exercise of the Warrants shall be applied
to reduce all future installments of the principal due pursuant to the Facility
Agreement on a pro rata basis.
The Reporting Person shall be entitled to require the Company
to prepare a Registration Statement on Form F-3 covering a resale offering of
all of the Shares held by the holder(s) of the Warrants, including the Shares
underlying the Warrants. The Company shall be required to keep such Registration
Statement effective for 36 months from the date that such Registration Statement
is declared effective, other than between March 15 and June 30 of each year. In
addition, until June 30, 2007, the Reporting Person will be entitled to require
the Company to grant one "demand registration" with respect to the Shares
underlying one Warrant.
In addition, pursuant to the December 2005 Amendment, York
Capital Management granted to the Company the right to require the conversion of
the outstanding balance of the Loan at the conversion price of $6.75 per Share
at any time during the period until September 30, 2006 in the event that the
closing sale price of a Share, as published by NASDAQ, exceeds $9.00 per Share
for a period of twenty consecutive trading days, provided that the aggregate
trading volume during such twenty-day period is a minimum of 1,700,000 Shares.
Concurrently and in connection with the consummation of the
transactions contemplated by the Assignment Agreement, the Bank and York Capital
Management, for and on behalf of accounts managed by it, entered into the Share
Option Agreement dated July 18, 2005 (the "Option Agreement") pursuant to which
the Bank granted to York Capital Management (i) the option (the "Option") to
purchase up to 1,000,809 Shares (the "Option Shares") at any time until July 18,
2007 at an exercise price per Share equal to $6.30 plus 35% of the difference
between $6.30 and the Fair Market Price (as hereinafter defined) of a Share as
of the exercise date, provided that if the Fair Market Price of a Share is less
than $6.30, then the exercise price per Share shall be $6.30; (ii) after the
expiration of the Option and with respect to any Option Shares that have not
been purchased by exercise of the Option, the right of first offer to purchase
from the Bank any such remaining Option Shares on the terms and conditions
offered by the Bank by written notice before the Bank may sell such Shares to
another person; and (iii) the right of first offer to purchase from the Bank
1,051,619 Shares (the "Remaining Shares") on the terms and conditions offered by
the Bank by written notice before the Bank may sell such Shares to another
person. The "Fair Market Price" of a Share means the average of the closing
prices of a Share at the close of trading on each of the 30 consecutive trading
days on the Tel-Aviv Stock Exchange and NASDAQ immediately preceding the
exercise date of the Option; provided, however, that if the Fair Market Price of
a Share on the Tel-Aviv Stock Exchange is different than the Fair Market Price
of a Share on NASDAQ, then the Fair Market Price of a Share shall be the average
of the Fair Market Price of a Share on each of the Tel-Aviv Stock Exchange and
NASDAQ.
Page 7 of 21 Pages
In addition, concurrently and in connection with the
consummation of the transactions contemplated by the Assignment Agreement, the
Bank granted to York Capital Management a two-year, irrevocable proxy dated July
18, 2005 (the "Bank Proxy") to exercise all the Bank's voting rights with
respect to the Option Shares and the Remaining Shares (which together total
2,052,428 Shares), provided that the Bank Proxy shall cover only such portion of
the Option Shares and Remaining Shares that are not sold by the Bank and,
provided, further, that the Bank Proxy shall only cover such portion of the
Option Shares and the Remaining Shares so that the Bank is not deemed to be, by
virtue of the Shares held by York Capital Management, a joint holder or
beneficial owner of 20% or more of the outstanding Shares.
Concurrently with the consummation of the transactions
contemplated by the Assignment Agreement, the Bank sold 1,250,000 Shares (the
"Third Party Shares") to Mivtach Shamir Holdings Ltd. ("Shamir"), and pursuant
to the terms of such sale, Shamir granted to York Capital Management a two-year
irrevocable proxy dated July 23, 2005 (the "Shamir Proxy") to exercise all
Shamir's voting rights with respect to the Third Party Shares, provided that the
Shamir Proxy shall cover only such portion of the Third Party Shares that are
not sold by Shamir.
The preceding description of the Assignment Agreement, the
Loan Amendment, the December 2005 Amendment, the Warrant, the Option Agreement,
the Bank Proxy and the Shamir Proxy is a summary only and is qualified in its
entirety by reference to the copies of the Assignment Agreement, the Loan
Amendment, the December 2005 Amendment, the form of Warrant, the Option
Agreement, the Bank Proxy and the Shamir Proxy incorporated by reference as
exhibits to this Statement and incorporated herein by this reference. In
addition, the preceding description of the Loan Amendment, the December 2005
Amendment and the Warrant is qualified in its entirety by reference to, and is
based on, the summaries of such documents set forth in (i) the Company's Annual
Report on Form 20-F for the fiscal year ended December 31, 2005 filed with the
SEC on March 23, 2006, (ii) the Company's Annual Report on Form 20-F for the
fiscal year ended December 31, 2004 filed with the SEC on March 17, 2005, as
amended by Amendment No. 1 on Form 20-F/A to such Annual Report filed with the
SEC on December 1, 2005, and (iii) the Bank's Amendment No. 2 to its Schedule
13D filed with the SEC on May 10, 2004.
The source of the funds used by the Reporting Person for the
purchase of the Shares described above was the respective working capital of the
following advisory clients of the Reporting Person: (i) approximately
$8,563,551.34 of working capital of York Capital, (ii) approximately
$35,904,070.81 of working capital of York Investment and (iii) approximately
$13,505,029.85 of working capital of York Credit Opportunities. Working capital
in each of these three cases was provided by capital contributions of partners
or shareholders, as the case may be, and internally generated funds.
Page 8 of 21 Pages
Exercise of Issued Warrants
On or about September 21, 2006, the Reporting Person
instructed the Company to issue: (i) a Warrant with an exercise amount of
$10,547,697 to York Capital; (ii) a Warrant with an exercise amount of
$44,222,919 to York Investment; and (iii) a Warrant with an exercise amount of
$16,634,098 to York Credit Opportunities (each such Warrant, an "Issued Warrant"
and collectively, the "Issued Warrants"). The aggregate exercise amount of all
the Issued Warrants was $71,404,714, which was the then outstanding principal
balance of the Loan, plus accrued and unpaid interest thereon, and the exercise
price of the Issued Warrants was $6.75 per Share.
On or about September 27, 2006, the Reporting Person, on
behalf of its advisory clients York Capital, York Investment and York Credit
Opportunities, exercised all the Issued Warrants to purchase from the Company an
aggregate of 10,578,474 Shares, of which 1,562,621 Shares were issued to York
Capital, 6,551,543 Shares were issued to York Investment and 2,464,310 Shares
were issued to York Credit Opportunities.
Following the exercise of the Issued Warrants, no amount
remains outstanding, due or payable under the Loan, and the Reporting Person has
no further right to obtain additional Warrants on behalf of its advisory clients
pursuant to the Assignment Agreement, the Facility Agreement and the Loan
Amendment.
Open Market Purchases
Following the consummation of the transactions contemplated by
the Assignment Agreement, the Reporting Person, for the benefit of certain of
its advisory clients, purchased an aggregate of 525,422 Shares in the open
market for an aggregate purchase price of $4,088,332.52. On December 20, 2006,
as part of the Sale (as defined below), the Reporting Person, for the benefit of
its advisory client York Investment, sold 325,391 Shares which had been
previously purchased in the open market. See Item 5(c) of this Statement.
The source of the funds used by the Reporting Person for such
purchase was the respective working capital of the following advisory clients of
the Reporting Person: (i) approximately $603,887.00 of working capital of York
Capital, (ii) approximately $2,531,882.18 of working capital of York Investment
and (iii) approximately $952,563.34 of working capital of York Credit
Opportunities. Working capital in each of these three cases was provided by
capital contributions of partners or shareholders, as the case may be, and
internally generated funds.
Page 9 of 21 Pages
Item 4. Purpose of Transaction
The Reporting Person acquired the securities of the Company
described in Item 5 of this Statement for investment purposes. The Reporting
Person reserves the right to purchase additional Shares, including, without
limitation, pursuant to the exercise of the rights of first refusal granted by
the Bank pursuant to the Option Agreement, either separately or together with
other persons, to sell all or some of the Shares beneficially owned by them, or
to otherwise trade in the Shares, in open market or private transactions,
provided that in its judgment such transactions present an attractive (long- or
short-term) opportunity for profit.
In connection with the consummation of the transactions
described under the heading "Assignment Agreement" in Item 3 of this Statement,
five persons were appointed on July 18, 2005 as directors of the board of
directors of the Company, and prior to such appointment, the Reporting Person
was aware of (and had no objection to) the planned appointment of such persons
to the board of directors of the Company. As of the date of consummation of the
transactions described under the heading "Assignment Agreement" in Item 3 of
this Statement, the board of directors of the Company consisted of (i) the five
directors described in the preceding sentence; and (ii) one independent director
as defined under the Israeli Companies Law, 1999. A second independent director
as defined under the Israeli Companies Law, 1999 was appointed at the special
shareholders' meeting convened by the Company on August 30, 2005.
Except as described above, the Reporting Person does not have
any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) any change in the board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
Page 10 of 21 Pages
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or cease to be authorized to be
quoted in an inter-dealer quotation system of registered national securities
association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) any action similar to those numerated in clauses (a)-(i)
above.
The Reporting Person reserves the right to separately or
collectively consider plans or proposals relating to or resulting in the
occurrence of one or more of the transactions described in clauses (a)-(j) above
in the future depending upon then existing factors, including without limitation
the market for the Shares, the Company's then prospects, alternative investment
opportunities, general economic and money-market investment conditions and other
factors deemed relevant from time to time.
Item 5. Interest in Securities of the Issuer
(a) (i) JGD may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the
beneficial owner of 11,372,991 Shares (which includes (A) 7,870,532 Shares
issued upon the exercise of all Issued Warrants (after giving effect to the
Sale); (B) 1,000,809 Shares issuable upon the exercise of the Option and which
JGD may be deemed to have the sole power to vote, or to direct the voting of,
pursuant to the Bank Proxy; (C) 1,051,619 Shares as to which JGD may be deemed
to have the sole power to vote, or to direct the voting of, pursuant to the Bank
Proxy; (D) 1,250,000 Shares as to which JGD may be deemed to have the sole power
to vote, or to direct the voting of, pursuant to the Shamir Proxy; and (E)
200,031 Shares purchased in the open market (after giving effect to the Sale)),
which together constitute approximately 28.6% of the issued and outstanding
Shares. As the sole shareholder of JGD, James G. Dinan may be deemed to be the
beneficial owner of the Shares beneficially owned by JGD.
(ii) York Capital may, pursuant to Rule 13d-3 of the Exchange
Act, be deemed to be the beneficial owner of 1,071,958 Shares (which includes
(A) 506,524 Shares issued upon the exercise of the applicable Issued Warrant
(after giving effect to the Sale); (B) 147,836 Shares issuable upon the exercise
of York Capital's allocated portion of the Option and which York Capital may be
deemed to have the sole power to vote, or to direct the voting of, pursuant to
its allocated portion of the Bank Proxy; (C) 155,342 Shares as to which York
Capital may be deemed to have the sole power to vote, or to direct the voting
of, pursuant to its allocated portion of the Bank Proxy; (D) 184,646 Shares as
to which York Capital may be deemed to have the sole power to vote, or to direct
the voting of, pursuant to its allocated portion of the Shamir Proxy; and (E)
77,610 Shares purchased in the open market (after giving effect to the Sale)),
which together constitute approximately 2.8% of the issued and outstanding
Shares. As the General Partner of York Capital, Dinan Management may be deemed
to be the beneficial owner of the Shares beneficially owned by York Capital. In
addition, as the Senior Managing Director and the controlling member of Dinan
Management, James G. Dinan may be deemed to be the beneficial owner of the
Shares beneficially owned by York Capital.
Page 11 of 21 Pages
(iii) York Investment may, pursuant to Rule 13d-3 of the
Exchange Act, be deemed to be the beneficial owner of 8,596,829 Shares, (which
includes (A) 6,551,543 Shares issued upon the exercise of the applicable Issued
Warrant (after giving effect to the Sale); (B) 619,829 Shares issuable upon the
exercise of York Investment's allocated portion of the Option and which York
Investment may be deemed to have the sole power to vote, or to direct the voting
of, pursuant to its allocated portion of the Bank Proxy; (C) 651,297 Shares as
to which York Investment may be deemed to have the sole power to vote, or to
direct the voting of, pursuant to its allocated portion of the Bank Proxy; (D)
774,160 Shares as to which York Investment may be deemed to have the sole power
to vote, or to direct the voting of, pursuant to its allocated portion of the
Shamir Proxy; and (E) 0 Shares purchased in the open market (after giving effect
to the Sale)), which together constitute approximately 21.8% of the issued and
outstanding Shares. As the investment manager of York Investment, York Offshore
Limited may be deemed to be the beneficial owner of the Shares beneficially
owned by York Investment. In addition, as the controlling shareholder of York
Offshore Limited, James G. Dinan may be deemed to be the beneficial owner of the
Shares beneficially owned by York Investment.
t 18 0 (iv) York Credit Opportunities may, pursuant to Rule 13d-3 of the
Exchange Act, be deemed to be the beneficial owner of 1,704,204 Shares, (which
includes (A) 812,465 Shares issued upon the exercise of the applicable Issued
Warrant (after giving effect to the Sale); (B) 233,144 Shares issuable upon the
exercise of York Credit Opportunities' allocated portion of the Option and which
York Credit Opportunities may be deemed to have the sole power to vote, or to
direct the voting of, pursuant to its allocated portion of the Bank Proxy; (C)
244,980 Shares as to which York Credit Opportunities may be deemed to have the
sole power to vote, or to direct the voting of, pursuant to its allocated
portion of the Bank Proxy; (D) 291,194 Shares as to which York Credit
Opportunities may be deemed to have the sole power to vote, or to direct the
voting of, pursuant to its allocated portion of the Shamir Proxy; and (E)
122,421 Shares purchased in the open market (after giving effect to the Sale)),
which together constitute approximately 4.4% of the issued and outstanding
Shares. As the General Partner of York Credit Opportunities, York Credit
Opportunities Domestic Holdings may be deemed to be the beneficial owner of the
Shares beneficially owned by York Credit Opportunities. In addition, as the
Senior Managing Director and the controlling member of York Credit Opportunities
Domestic Holdings, James G. Dinan may be deemed to be the beneficial owner of
the Shares beneficially owned by York Capital.
(v) To the knowledge of the Reporting Person, except as
described above, no Shares are beneficially owned, or may be deemed to be
beneficially owned, by any of the persons named on Exhibit 1, 2 or 3.
Page 12 of 21 Pages
The number of Shares beneficially owned and the percentage of
outstanding Shares represented thereby, for each person named above, have been
computed in accordance with Rule 13d-3 under the Exchange Act. The percentages
of ownership described above for JGD, York Capital, York Investment and York
Credit Opportunities are based on an aggregate of 39,812,161 Shares, 38,959,188
Shares, 39,431,181 Shares and 39,044,496 Shares, respectively, which in each
case consist of (i) 38,811,352 Shares issued and outstanding as of December 20,
2006 (i.e., the sum of 5,016,667 Shares issued and sold by the Company on
December 20, 2006, plus 33,794,685 Shares issued and outstanding as of December
14, 2006 as reported in the Prospectus dated December 15, 2006 included in the
Company's Registration Statement on Form F-3 (Registration No. 333-138856)); and
(ii) the number of applicable Option Shares.
(b) (i) JGD has the sole power to dispose of or direct the disposition of
9,071,372 Shares and the sole power to vote or direct the vote of 11,372,991
Shares, when, as and if the Reporting Person exercises the entire Option. As the
sole shareholder of JGD, James G. Dinan may be deemed to have the sole power to
dispose of or direct the disposition of 9,071,372 Shares and the sole power to
vote or direct the vote of 11,372,991 Shares, when, as and if the Reporting
Person exercises the entire Option.
(ii) York Capital has the sole power to dispose of or direct
the disposition of 731,970 Shares and the sole power to vote or direct the vote
of 1,071,958 Shares, when, as and if the Reporting Person, for the benefit of
York Capital, exercises the entire portion of the Option allocated to York
Capital. As the General Partner of York Capital, Dinan Management may be deemed
to have the sole power to dispose of or direct the disposition of 731,970 Shares
and the sole power to vote or direct the vote of 1,071,958 Shares, when, as and
if the Reporting Person, for the benefit of York Capital, exercises the entire
portion of the Option allocated to York Capital. In addition, as the Senior
Managing Director and the controlling member of Dinan Management, James G. Dinan
may be deemed to have the sole power to dispose of or direct the disposition of
731,970 Shares and the sole power to vote or direct the vote of 1,071,958
Shares, when, as and if the Reporting Person, for the benefit of York Capital,
exercises the entire portion of the Option allocated to York Capital.
(iii) York Investment has the sole power to dispose of or
direct the disposition of 7,171,372 Shares and the sole power to vote or direct
the vote of 8,596,829 Shares, when, as and if the Reporting Person, for the
benefit of York Investment, exercises the entire allocated portion of the Option
allocated to York Investment. As the investment manager of York Investment, York
Offshore Limited may be deemed to have the sole power to dispose of or direct
the disposition of 7,171,372 Shares and the sole power to vote or direct the
vote of 8,596,829 Shares, when, as and if the Reporting Person, for the benefit
of York Investment, exercises the entire portion of the Option allocated to York
Investment. In addition, as the controlling shareholder of York Offshore
Limited, James G. Dinan may be deemed to have the sole power to dispose of or
direct the disposition of 7,171,372 Shares and the sole power to vote or direct
the vote of 8,596,829 Shares, when, as and if the Reporting Person, for the
benefit of York Investment, exercises the entire portion of the Option allocated
to York Investment.
Page 13 of 21 Pages
(iv) York Credit Opportunities has the sole power to dispose
of or direct the disposition of 1,168,030 Shares and the sole power to vote or
direct the vote of 1,704,204 Shares, when, as and if the Reporting Person, for
the benefit of York Credit Opportunities, exercises the entire portion of the
Option allocated to York Credit Opportunities. As the General Partner of York
Credit Opportunities, York Credit Opportunities Domestic Holdings may be deemed
to have sole power to dispose of or direct the disposition of 1,168,030 Shares
and the sole power to vote or direct the vote of 1,704,204 Shares, when, as and
if the Reporting Person, for the benefit of York Credit Opportunities, exercises
the entire portion of the Option allocated to York Credit Opportunities. In
addition, as the Senior Managing Director and the controlling member of York
Credit Opportunities Domestic Holdings, James G. Dinan may be deemed to have the
sole power to dispose of or direct the disposition of 1,168,030 Shares and the
sole power to vote or direct the vote of 1,704,204 Shares, when, as and if the
Reporting Person, for the benefit of York Credit Opportunities, exercises the
entire portion of the Option allocated to York Credit Opportunities.
(v) To the knowledge of the Reporting Person, except as
described above, none of the persons named on Exhibit 1, 2 or 3 has, or may be
deemed to have, any power to dispose of, direct the disposition of, vote or
direct the vote of any Share.
(c) During the past sixty (60) days preceding the date of this Statement, the
Reporting Person did not purchase any Shares in the open market.
On December 20, 2006, the Reporting Person, for the benefit of
its advisory clients, sold an aggregate of 3,033,333 Shares at a price of $8.50
per Share, resulting in gross proceeds of approximately $25.8 million or
proceeds (net of an underwriting commission of 5.25%, or $0.44625, per Share) of
approximately $24.4 million. Such 3,033,333 Shares consisted of 325,391 Shares
purchased in the open market for the benefit of York Investment, 1,651,845
Shares issued upon the exercise of the Issued Warrant for the benefit of York
Credit Opportunities and 1,056,097 Shares issued upon the exercise of the Issued
Warrant for the benefit of York Capital. All such Shares were sold in an
underwritten public offering pursuant to the Company's Registration Statement on
Form F-3 (Registration No. 333-138856) and pursuant to the exercise of an
over-allotment option by Cowen and Company and CIBC World Markets, the joint
bookrunning managers of such underwritten public offering, and William Blair &
Company, C.E. Unterberg and Towbin and Oppenheimer & Co., the co-lead managers
of such underwritten public offering (such transaction, the "Sale").
Page 14 of 21 Pages
(d) Neither the Reporting Person nor, to the knowledge of the Reporting Person,
any other person named in Item 2(a) of this Statement has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any of the Shares subject to the Bank Proxy or the Shamir Proxy. With
respect to the 1,250,000 Shares subject to the Shamir Proxy, to the knowledge of
the Reporting Person, Shamir has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such Shares, and
with respect to the 2,052,428 Shares subject to the Bank Proxy, to the knowledge
of the Reporting Person, the Bank has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Shares, subject to the Reporting Person's right to purchase 1,000,809 of such
2,052,428 Shares pursuant to the Option.
The right to receive dividends from, or the proceeds from the
sale of, all other Shares reported in this Statement as beneficially owned by
the Reporting Person is held by York Capital, York Investment or York Credit
Opportunities, which are the advisory clients of the Reporting Person. The
Reporting Person itself disclaims beneficial ownership of all Shares reported in
this Statement pursuant to Rule 13d-4 under the Exchange Act.
Except as set forth in this Item 5(d), to the knowledge of the
Reporting Person, 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, any
other Shares deemed to be beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The information provided in response to Item 3 above is
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
The exhibits listed on the Index of Exhibits of this Statement are filed
herewith or incorporated by reference to a previously filed document.
Page 15 of 21 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned Reporting Person, the undersigned Reporting Person certifies
that the information set forth in this statement with respect to it is true,
complete and correct.
Dated: December 29, 2006
JGD MANAGEMENT CORP.
By: /s/ Adam J. Semler
-----------------------------
Adam J. Semler
Chief Financial Officer
Page 16 of 21 Pages
INDEX OF EXHIBITS
Exhibit No. Description
1 Name, title, principal business address, principal occupation
and citizenship of each director and executive officer of JGD.
2 Name, title, principal business address, principal occupation
and citizenship of each director and executive officer of York
Investment.
3 Name, title, principal business address, principal occupation
and citizenship of each director and executive officer of York
Offshore Holdings, Limited.
4 Loan Assignment Agreement dated June 23, 2005 (the "Loan
Assignment Agreement") by and among Bank Hapoalim B.M. (the
"Bank") and York Capital Management, for and on behalf of
accounts managed by it (previously filed as Exhibit 1 to the
Bank's Amendment No. 3 to its Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") on July 27,
2005).
5 Addendum to the Loan Assignment Agreement dated July 18, 2005
by and among the Bank and York Capital Management, for and on
behalf of accounts managed by it (previously filed as Exhibit
6 to the Reporting Person's Schedule 13D filed with the SEC on
July 28, 2005).
6 Amendment dated April 1, 2004 to the Facility Agreement
between Gilat Satellite Networks Ltd. (the "Company") and the
Bank (previously filed as Exhibit 4.3 to the Company's Annual
Report on Form 20-F for the fiscal year ending December 31,
2004 filed with the SEC on March 17, 2005).
7 Amendment to Facility Agreement and Warrant dated December 27,
2005 between the Company and York Capital Management
(previously filed as Exhibit 4.3 to the Company's Annual
Report on Form 20-F for the fiscal year ended December 31,
2005 filed with the SEC on March 23, 2006).
8 Form of Warrant to purchase ordinary shares, par value NIS
0.20 per share, of the Company (previously filed as Exhibit 8
to the Reporting Person's Amendment No. 1 to Schedule 13D
filed with the SEC on June 5, 2006).
9 Share Option Agreement dated July 18, 2005 by and among Bank
Hapoalim B.M. and York Capital Management, for and on behalf
of accounts managed by it (previously filed as Exhibit 2 to
the Bank's Amendment No. 3 to its Schedule 13D filed with the
SEC on July 27, 2005).
Page 17 of 21 Pages
10 Irrevocable Proxy dated July 18, 2005 granted by Bank Hapoalim
B.M. to York Capital Management (previously filed as Exhibit 3
to the Bank's Amendment No. 3 to its Schedule 13D filed with
the SEC on July 27, 2005).
11 Irrevocable Proxy dated July 23, 2005 granted by Mivtach
Shamir Holdings Ltd. to York Capital Management (previously
filed as Exhibit 10 to the Reporting Persons' Schedule 13D
filed with the SEC on July 28, 2005).
12 Form of Underwriting Agreement (previously filed as Exhibit 1
to the Company's Amendment No. 1 to the Registration Statement
on Form F-3 (Registration No. 333-138856) filed with the SEC
on November 29, 2006).
Page 18 of 21 Pages
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF JGD MANAGEMENT CORP.
Principal Business Address
Name Title Address Principal Occupation Citizenship
---- ----- ------- -------------------- -----------
James G. Dinan Chief 767 Fifth Avenue Investment management USA
Executive 17th Fl.
Officer and New York, New York 10153 JGD Management Corp.
Director 767 Fifth Avenue
17th Fl.
New York, New York 10153
Adam J. Semler Chief 767 Fifth Avenue Investment management USA
Financial 17th Fl.
Officer and New York, New York 10153 JGD Management Corp.
Director 767 Fifth Avenue
17th Fl.
New York, New York 10153
Daniel A. Schwartz Chief 767 Fifth Avenue Investment management Canadian
Investment New York, New York 10153
Officer and JGD Management Corp.
Director 767 Fifth Avenue
17th Fl.
New York, New York 10153
Page 19 of 21 Pages
EXHIBIT 2
DIRECTORS AND EXECUTIVE OFFICERS OF YORK INVESTMENT
Principal Business Address
Name Title Address Principal Occupation Citizenship
---- ----- ------- -------------------- -----------
Dawn E. Davies Director Euro-Dutch Trust Co. Retired Bahamian
(Bahamas) Ltd.
Charlotte House
Charlotte Street
P.O. Box N9204 Nassau,
The Bahamas
Anthony L.M. Director Euro-Dutch Trust Co. Trust management Bahamian
Inder-Rieden (Bahamas) Ltd.
Charlotte House Euro-Dutch Trust Co.
Charlotte Street (Bahamas) Ltd.
P.O. Box N9204 Charlotte House
Nassau, Charlotte Street
The Bahamas P.O. Box N9204
Nassau,
The Bahamas
Page 20 of 21 Pages
EXHIBIT 3
DIRECTORS AND EXECUTIVE OFFICERS OF YORK OFFSHORE LIMITED
Principal Business
Name Title Address Principal Occupation Citizenship
---- ----- ------- -------------------- -----------
James G. Dinan Director 767 Fifth Avenue Investment management USA
17th Fl.
New York, New York 10153 JGD Management Corp.
767 Fifth Avenue
17th Fl.
New York, New York 10153
Daniel A. Schwartz Director 767 Fifth Avenue Investment management Canadian
17th Fl.
New York, New York 10153 JGD Management Corp.
767 Fifth Avenue
17th Fl.
New York, New York 10153
Adam J. Semler Director 767 Fifth Avenue Investment management USA
17th Fl.
New York, New York 10153 JGD Management Corp.
767 Fifth Avenue
17th Fl.
New York, New York 10153
Anthony L.M. Director Euro-Dutch Trust Co. Trust management Bahamian
Inder-Rieden (Bahamas) Ltd.
Charlotte House Euro-Dutch Trust Co.
Charlotte Street (Bahamas) Ltd.
P.O. Box N9204 Charlotte House
Nassau, Charlotte Street
The Bahamas P.O. Box N9204
Nassau,
The Bahamas
Page 21 of 21 Pages