UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.________)*
NEXUS TELOCATION SYSTEMS LIMITED
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(Name of Issuer)
ORDINARY SHARES
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(Title of Class of Securities)
M74919 14 9
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(CUSIP Number)
JUNE 27, 2004
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(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
PELEPHONE COMMUNICATIONS LTD. Check the Appropriate Box if a Member of
a Group (See Instructions)
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(a) [_]
(b) [_]
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2. SEC Use Only
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3. Citizenship or Place of Organization
ISRAEL
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5. Sole Voting Power
16,527,549
*Number of --------------------------------------------------------
Shares Bene- 6. Shared Voting Power
ficially by
Owned by Each --------------------------------------------------------
Reporting 7. Sole Dispositive Power
Persons With: 16,527,549
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8. Shared Dispositive Power
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
16,527,549
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11. Percent of Class Represented by Amount in Row (9)
9.4%
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12. Type of Reporting Person (See Instructions)
CO
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* See SCHEDULE I attached
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ITEM 1.
(a) Name of Issuer
NEXUS TELOCATION SYSTEMS LTD.
(b) Address of Issuer's Principal Executive Offices
1 KORAZIN ST., GIVATAYIM, ISRAEL
ITEM 2.
(a) Name of Person Filing
PELEPHONE COMMUNICATIONS LTD.
(b) Address of Principal Business Office or, if none, Residence
33 ITZHAK RABIN ST., GIVATAYIM, ISRAEL
(c) Citizenship
ISRAELI COMPANY
(d) Title of Class Securities
ORDINARY SHARES
(e) CUSIP Number
M74919 14 9
ITEM 3. IF THIS STATEMENT IS FILE PURSUANT TO SS.SS. 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o)
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company s defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [_] Investment Company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with ss.
240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J);
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issurer identified in Item 1.
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(a) Amount beneficially owned: 16,527,549*
(b) Percent of class: 9.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 16,527,549.
(ii) Shared power to vote or to direct the vote_______.
(iii) Sole power to dispose or to direct the disposition of
16,527,549.
(iv) Shared power to dispose or to direct the disposition of ______.
INSTRUCTION. For computation regarding securities which represent6 a right
to acquire an underlying security SEE ss. 240.13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [_]
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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* See Schedule I attached.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
July 5, 2004
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Date
/S/ Shlomo Zohar
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Signature
Shlomo Zohar, CFO
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Name / Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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 for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATION (SEE 18 U.S.C. 1001)
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* SCHEDULE I
It should be noted that Nexus Telocation Systems Ltd. (the "Company") has
granted Pelephone Communications Ltd. (the "Reporting Person") a conditional
warrant to purchase from the Company up to 1,677,334 Ordinary Shares of the
Company, nominal value NIS 0.03, subject to the terms and conditions set forth
below, effective June 27, 2004. This warrant may be exercised only in the event
that the Company does not comply with its obligation to repay certain loans to
Bank Hapoalim BM & Bank Hapoalim exercises a guarantee provided by the Reporting
Person. Moreover, this warrant shall expire upon and be void as of October 10,
2007, subject to the full repayment of the loans & full release of the
guarantees.
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