UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. __)
(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.
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(Name of Issuer)
Ordinary Shares, NIS 1.00 par value per share
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(Title of Class of Securities)
M7494X101
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(CUSIP Number)
January 24, 2008
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(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).
CUSIP NO. M7494X101
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1. Name of Reporting Person
Migdal Insurance & Financing Holdings Ltd.
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2. Check the Appropriate Box if a Member of a Group
(a) |X|
(b) |_|
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3. SEC Use only
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4. Place of Organization Israel
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Number of 5. Sole Voting Power
Shares ------------------------------------------------------------
Beneficially 6. Shared Voting Power 3,731,323 Ordinary Shares*
Owned by Each ------------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With: ------------------------------------------------------------
8. Shared Dispositive Power 3,731,323 Ordinary Shares*
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,731,323 Ordinary Shares*
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
6.2%**
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12. Type of Reporting Person : CO
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*See Item 4.
**Based on 59,957,451 Ordinary Shares outstanding as of March 2, 2008 (as
advised by the Issuer)
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 3,731,323 Ordinary Shares reported in this Statement as
beneficially owned by the Reporting Person (i) 3,528,812 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)
202,511 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 3,528,812 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 [].
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.
[SIGNATURE PAGE TO FOLLOW]
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.
APRIL 8, 2008
MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.
BY: /s/ Anath Levin & Shimon Kalman
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authorized signatories of MIGDAL INSURANCE AND FINANCIAL HOLDINGS
LTD.