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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Tower Semiconductor LTD
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
891856908
(CUSIP Number)
November 30, 2001
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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).
CUSIP: 891856908 Page 1 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Group International, Inc.
95-4154357
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
698,000
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
698,000
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,000 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
CUSIP: 891856908 Page 2 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital International, Inc.
95-4154361
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
698,000
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
698,000
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,000 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP: 891856908 Page 3 of 7
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Item 1(a) Name of issuer:
Tower Semiconductor LTD
Item 1(b) Address of issuer's principal executive offices:
P.O. Box 619
Migdal Haemek, Israel 23105
Item 2(a) Name of person(s) filing:
Capital Group International, Inc. and Capital International, Inc.
Item 2(b) Address or principal business office or, if none, residence:
11100 Santa Monica Blvd.
Los Angeles, CA 90025
Item 2(c) Citizenship: N/A
Item 2(d) Title of class of securities:
Ordinary Shares
Item 2(e) CUSIP No.:
891856908
Item 3 If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filings is a:
(e) [X] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
(g) [X] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G).
Item 4 Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
See pages 2 and 3
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
CUSIP: 891856908 Page 4 of 7
Capital Group International, Inc. is the parent holding company of
a group of investment management companies that hold investment
power and, in some cases, voting power over the securities reported
in this Schedule 13G. The investment management companies, which
include a "bank" as defined in Section 3(a)6 of the Securities
Exchange Act of 1934 (the "Act") and several investment advisers
registered under Section 203 of the Investment Advisers Act of
1940, provide investment advisory and management services for their
respective clients which include registered investment companies
and institutional accounts. Capital Group International, Inc. does
not have investment power or voting power over any of the
securities reported herein; however, Capital Group International,
Inc. may be deemed to "beneficially own" such securities by virtue
of Rule 13d-3 under the Act.
Capital International, Inc., an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940 is deemed to be
the beneficial owner of 698,000 shares or 5.7% of the 12,263,000
shares of Ordinary Shares believed to be outstanding as a result of
acting as investment adviser to various investment companies and
institutional accounts.
Item 5 Ownership of 5 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 5% on Behalf of Another Person: N/A
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
1.
Capital International Research and Management, Inc. dba Capital
International, Inc. is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940 and is a
wholly owned subsidiary of Capital Group International, Inc.
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
CUSIP: 891856908 Page 5 of 7
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.
Date: December 10, 2001
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Group International, Inc.
Date: December 10, 2001
Signature: *David I. Fisher
Name/Title: David I. Fisher, Vice Chairman
Capital International, Inc.
*By /s/ Michael J. Downer
Michael J. Downer
Attorney-in-fact
Signed pursuant to a Power of Attorney dated December 19,
2000 included as an Exhibit to Schedule 13G filed with the
Securities and Exchange Commission by Capital Group
International, Inc. on February 9, 2001 with respect to
Abitibi-Consolidated Inc.
CUSIP: 891856908 Page 6 of 7
AGREEMENT
Los Angeles, CA
December 10, 2001
Capital Group International, Inc. ("CGII") and Capital International,
Inc. ("CII") hereby agree to file a joint statement on Schedule 13G under
the Securities Exchange Act of 1934 (the "Act") in connection with their
beneficial ownership of Ordinary Shares issued by Tower Semiconductor LTD.
CGII and CII state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CGII and CII are each responsible for the timely filing of the statement
and any amendments thereto, and for the completeness and accuracy of the
information concerning each of them contained therein but are not
responsible for the completeness or accuracy of the information concerning
the others.
CAPITAL GROUP INTERNATIONAL, INC.
BY: *David I. Fisher
David I. Fisher, Chairman
Capital Group International,
Inc.
CAPITAL INTERNATIONAL, INC.
BY: *David I. Fisher
David I. Fisher, Vice Chairman
Capital International, Inc.
*By /s/ Michael J. Downer
Michael J. Downer
Attorney-in-fact
Signed pursuant to a Power of Attorney dated December 19, 2000
included as an Exhibit to Schedule 13G filed with the Securities and
Exchange Commission by Capital Group International, Inc. on February
9, 2001 with respect to Abitibi-Consolidated Inc.
CUSIP: 891856908 Page 7 of 7