UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(AMENDMENT NO. 1)
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NICE-SYSTEMS LTD.
--------------------------------------------------------------------------------
(Name of Issuer)
ORDINARY SHARES, NIS 1.00 PAR VALUE PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
M7494X101
-------------------------------------
(CUSIP Number)
August 8, 2008
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the 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 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 1 of 5 pages
CUSIP NO. M7494X101
--------------------------------------------------------------------------------
1. Name of Reporting Person
Migdal Insurance & Financial Holdings Ltd
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3. SEC Use only
--------------------------------------------------------------------------------
4. Place of Organization
Israel
--------------------------------------------------------------------------------
5. Sole Voting Power
Number of ----------------------------------------------------------------
Shares 6. Shared Voting Power
Beneficially 2,970,370 Ordinary Shares *
Owned by ----------------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting
Person With: ----------------------------------------------------------------
8. Shared Dispositive Power
2,970,370 Ordinary Shares *
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,970,370 Ordinary Shares *
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.9%**
--------------------------------------------------------------------------------
12. Type of Reporting Person:
CO
--------------------------------------------------------------------------------
*See Item 4.
** Based on 60,065,937 ordinary shares issued and outstanding as of August 7,
2008.
Page 2 of 5 pages
ITEM 1.
(a) Name of Issuer:
NICE-SYSTEMS LTD.
(b) Address of Issuer's Principal Executive Offices:
8 HAPNINA STREET, P.O. BOX 690, RA'ANANA 43107, ISRAEL
ITEM 2.
(a)-(c) Name of Person Filing, address and citizenship:
The foregoing entity is referred to as the "Reporting Person" in this
Statement:
Migdal Insurance & Financial Holdings Ltd., an Israeli public company, with
a principal business address at 4 Efal Street; P.O. Box 3063; Petach Tikva
49512, Israel.
(d) Title of Class of Securities:
Ordinary Shares, NIS 1.00 par value per share (the "Ordinary Shares")
(e) CUSIP Number:
M7494X101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
ITEM 4. OWNERSHIP
Of the 2,970,370 Ordinary Shares reported in this Statement as beneficially
owned by the Reporting Person (i) 2,721,037 Ordinary Shares are held for members
of the public through, among others, provident funds, mutual funds, pension
funds and insurance policies, which are managed by subsidiaries of Reporting
Person, each of which subsidiaries operates under independent management and
makes independent voting and investment decisions, and (ii) 249,333 are
beneficially held for their own account. Consequently, this Statement shall not
be construed as an admission by the Reporting Person that it is the beneficial
owner of 2,970,370 Ordinary Shares reported in this Statement Except as set
forth above, see items 5-11 of the cover pages hereto for beneficial ownership,
percentage of class and dispositive power of the Reporting Person, which are
incorporated herein.
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 5 percent of the class of securities, check the following [X].
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.
Page 3 of 5 pages
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.
[SIGNATURE PAGE TO FOLLOW]
Page 4 of 5 pages
SIGNATURES
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.
August 31, 2008
MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.
By: /s/ Anath Levin & Shimon Kalman
-----------------------------------
authorized signatories of MIGDAL INSURANCE AND
FINANCIAL HOLDINGS LTD.
Page 5 of 5 pages