0000912057-01-534813.txt : 20011010 0000912057-01-534813.hdr.sgml : 20011010 ACCESSION NUMBER: 0000912057-01-534813 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20011009 GROUP MEMBERS: CLAL INDUSTRIES AND INVESTMENTS LTD. GROUP MEMBERS: ELAINE RECANATI GROUP MEMBERS: IDB DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: JUDITH YOVEL RECANATI GROUP MEMBERS: LEON RECANATI GROUP MEMBERS: OUDI RECANATI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FUNDTECH LTD CENTRAL INDEX KEY: 0001054836 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60233 FILM NUMBER: 1754659 BUSINESS ADDRESS: STREET 1: C/O FUNDTECH CORP STREET 2: 30 MONTGOMERY ST STE 501 CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 2019461100 MAIL ADDRESS: STREET 1: C/O FUNDTECH CORP STREET 2: 30 MONTGOMERY ST STE 501 CITY: JERSEY CITY STATE: NJ ZIP: 07302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDB HOLDING CORP LTD CENTRAL INDEX KEY: 0000919593 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 DANIEL FRISCH STREET STREET 2: THE TOWER CITY: TEL AVIV ISRAEL BUSINESS PHONE: 2125518881 MAIL ADDRESS: STREET 1: 511 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a2060659zsc13da.txt SCHEDULE 13D/A ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: August 31, 1998 Estimated Average Burden Hours per response . .14.90 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Rule 13d-101 Information to be Included in Statements Filed pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) (AMENDMENT NO. 6) FUNDTECH LTD. -------------------------------------------------------------------------------- (Name of Issuer) ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE -------------------------------------------------------------------------------- (Title of Class of Securities) M47095100 -------------------------------------------------------------------------------- (CUSIP Number) NITSA EINAN, ADV. CLAL INDUSTRIES AND INVESTMENTS LTD. 3 AZRIELI CENTER, TRIANGLE TOWER TEL AVIV, 67023 TEL: 972-3-6075795 ISRAEL -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 28, 2001 -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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 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). Page 1 of 33 pages SCHEDULE 13D ------------------------- ----------------------- CUSIP NO. M47095100 PAGE 2 OF 33 PAGES ------------------------- ----------------------- ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Clal Industries and Investments Ltd. (no U.S. I.D. number) ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/ OF A GROUP* (b) / / ------------------------------------------------------------------------------- (3) SEC USE ONLY ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,068,497 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,068,497 shares ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,068,497 shares ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.64% ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D ------------------------- ----------------------- CUSIP NO. M47095100 PAGE 3 OF 33 PAGES ------------------------- ----------------------- ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS IDB Development Corporation Ltd. (no U.S. I.D. number) ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/ OF A GROUP* (b) / / ------------------------------------------------------------------------------- (3) SEC USE ONLY ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* Not Applicable ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,068,497 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,068,497 shares ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,068,497 shares ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.64% ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D ------------------------- ----------------------- CUSIP NO. M47095100 PAGE 4 OF 33 PAGES ------------------------- ----------------------- ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS IDB Holding Corporation Ltd. (no U.S. I.D. number) ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/ OF A GROUP* (b) / / ------------------------------------------------------------------------------- (3) SEC USE ONLY ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* Not Applicable ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,068,497 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,068,497 shares ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,068,497 shares ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.64% ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D ------------------------- ----------------------- CUSIP NO. M47095100 PAGE 5 OF 33 PAGES ------------------------- ----------------------- ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Leon Recanati ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/ OF A GROUP* (b) / / ------------------------------------------------------------------------------- (3) SEC USE ONLY ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* Not Applicable ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED 3,200 BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,068,497 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER 3,200 -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,068,497 shares ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,071,697 shares ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.66% ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D ------------------------- ----------------------- CUSIP NO. M47095100 PAGE 6 OF 33 PAGES ------------------------- ----------------------- ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Oudi Recanati ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/ OF A GROUP* (b) / / ------------------------------------------------------------------------------- (3) SEC USE ONLY ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* Not Applicable ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,068,497 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,068,497 shares ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,068,497 shares ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.64% ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D ------------------------- ----------------------- CUSIP NO. M47095100 PAGE 7 OF 33 PAGES ------------------------- ----------------------- ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Elaine Recanati ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/ OF A GROUP* (b) / / ------------------------------------------------------------------------------- (3) SEC USE ONLY ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* Not Applicable ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,068,497 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,068,497 shares ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,068,497 shares ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.64% ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D ------------------------- ----------------------- CUSIP NO. M47095100 PAGE 8 OF 33 PAGES ------------------------- ----------------------- ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Judith Yovel Recanati ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/ OF A GROUP* (b) / / ------------------------------------------------------------------------------- (3) SEC USE ONLY ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* Not Applicable ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,068,497 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,068,497 shares ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,068,497 shares ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.64% ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 6 amends this Statement on Schedule 13D, as previously filed with the Securities and Exchange Commission. ITEM 1. SECURITY AND ISSUER The class of securities to which this Statement relates is the ordinary shares, New Israel Shekel 0.01 par value per share (the "Ordinary Shares"), of Fundtech Ltd., an Israeli corporation (the "Issuer"), whose principal executive offices are located at 12 Ha'hilazon Street, Ramat-Gan, Israel 52522. The Ordinary Shares are traded only on the National Association of Securities Dealers Automated Quotation System (the "NASDAQ"). ITEM 2. IDENTITY AND BACKGROUND (1) Clal Industries and Investments Ltd. an Israeli corporation ("Clal Industries"), with its principal office at 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel. Clal Industries is a holding company whose principal holdings are in the industrial and technology sectors. (2) IDB Development Corporation Ltd., an Israeli corporation ("IDB Development"), with its principal office at 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel. IDB Development, through its subsidiaries, organizes, acquires interests in, finances and participates in the management of companies. As of September 28, 2001, IDB Development owned 63.64% of Clal Industries. On July 13, 2000, Clal (Israel) Ltd. merged into IDB Development and ceased to be a Reporting Person. (3) IDB Holding Corporation Ltd., an Israeli corporation ("IDB Holding"), with its principal office at 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel. IDB Holding is a holding company that, through IDB Development, organizes, acquires interests in, finances and participates in the management of companies. As of September 28, 2001, IDB Holding owned 56.4% of IDB Development. The following persons may, by reason of their interests in and relationships with IDB Holding, be deemed to control the corporations referred to in paragraphs (1)-(3) above: (4) Leon Recanati, 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel. Present principal occupation: Chairman of the Board of IDB Holding. (5) Oudi Recanati, Quai de L'Ile 3, CH-1204, Geneva, Switzerland. Present principal occupation: Chairman, Discount Bank and Trust Company, Geneva, Switzerland. On May 28, 1999, Mr. Raphael Recanati died and ceased to be a Reporting Person. Mr. Raphael Recanati's son, Oudi Recanati, is hereby added as a Reporting Person. Page 9 of 33 pages (6) Elaine Recanati, 23 Shalva Street, Herzliya, Israel. Present principal occupation: Housewife. (7) Judith Yovel Recanati, 64 Kaplan Street, Herzliya, Israel. Present principal occupation: Housewife. Mr. Leon Recanati and Mrs. Judith Yovel Recanati are brother and sister and Mr. Oudi Recanati is their first cousin. They are the nephews and niece of Mrs. Elaine Recanati. As of September 28, 2001, companies controlled by Oudi Recanati, Leon Recanati, Judith Yovel Recanati and Elaine Recanati held in the aggregate approximately 51.7% of the voting power and equity of IDB Holding. The name, citizenship, residence or business address, present principal occupation, and the name, principal business and address of each corporation in which such occupation is conducted of each of the executive officers and directors of Clal Industries, IDB Holding and IDB Development are set forth on Exhibits 1, 2 and 3 hereof, respectively, and incorporated herein by reference. (d) None of the Reporting Persons has, during the past five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors. (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, 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 individuals referred in (4), (5) and (7) above are citizens of Israel. The individual referred to in (6), Mrs. Elaine Recanati, is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION From May 12, 1998 through May 21, 1998, Clal Industries entered into six agreements to purchase Ordinary Shares of the Issuer (the "Share Purchase Agreements"). (1) On May 12, 1998, Clal Industries entered into a share purchase agreement with Primavera Investments Ltd. pursuant to which Clal Industries acquired an aggregate of 436,197 Ordinary Shares of the Issuer for a total purchase price of $7,415,349. (2) On May 12, 1998, Clal Industries entered into a share purchase agreement with Aura Investments Research and Development Ltd. ("Aura") pursuant to which Clal Industries acquired an aggregate of 100,000 Ordinary Shares of the Issuer for a total purchase price of $1,700,000. Page 10 of 33 pages (3) On May 14, 1998, Clal Industries entered into a share purchase agreement with Genesis Partners I L.P. and Genesis Partners I (Cayman) L.P pursuant to which Clal Industries acquired an aggregate of 100,000 Ordinary Shares of the Issuer for a total purchase price of $1,700,000. (4) On May 19, 1998, Clal Industries entered into a share purchase agreement with Israel Growth Fund, L.P. pursuant to which Clal Industries acquired an aggregate of 250,000 Ordinary Shares of the Issuer for a total purchase price of $4,250,000. (5) On May 20, 1998, Clal Industries entered into a share purchase agreement with Alrov Technologies (1983) Ltd. pursuant to which Clal Industries acquired an aggregate of 70,000 Ordinary Shares of the Issuer for a total purchase price of $1,190,000. (6) On May 21, 1998, Clal Industries entered into a share purchase agreement with Aura pursuant to which Clal Industries acquired an aggregate of 100,000 Ordinary Shares of the Issuer for a total purchase price of $1,700,000. In addition, from June 11, 1998 through June 15, 1998 Clal Technologies (1997) Ltd. ("Clal Technologies") acquired an aggregate of 255,000 Ordinary Shares of the Issuer in open market transactions at prices ranging from $15.750 to $16.125 per share. The Ordinary Shares of the Issuer acquired by Clal Industries and Clal Technologies through June 15, 1998, were funded out of working capital. On various dates from June 22, 1998 through September 9, 1998, Clal Industries acquired an aggregate of 230,000 Ordinary Shares of the Issuer in open market transactions on the NASDAQ at prices ranging from $11.00 to $16.125 per share. The Ordinary Shares acquired from June 16 (the day after the last transaction reported in the Schedule 13D) through September 9, 1998 were purchased at an aggregate cost of $2,893,125 which was funded out of working capital. On various dates from September 15, 1998 through November 10, 1998, Clal Technologies acquired an aggregate of 306,500 Ordinary Shares of the Issuer in open market transactions on the NASDAQ at prices ranging from $10.000 to $15.063 per share. The cost of the 306,500 Ordinary Shares was funded out of working capital of Clal Industries. On various dates from December 2, 1998 through December 7, 1998, Clal Technologies acquired an aggregate of 202,000 Ordinary Shares of the Issuer in open market transactions on the NASDAQ at prices ranging from $16.250 to $16.875 per share. The cost of the 202,000 Ordinary Shares was funded out of working capital of Clal Industries. On December 30, 1998, Clal Technologies sold 993,500 Ordinary Shares of the Issuer, constituting all the Ordinary Shares of the Issuer owned by it, to Clal Industries at a price of $20.687 per share in a privately negotiated transaction. As of December 30, 1998, Clal Technologies no longer held beneficially or of record, Ordinary Shares of the Issuer. As a result of such sale, Clal Technologies ceased to be a Reporting Person. Page 11 of 33 pages On various dates from March 9, 1999 through March 19, 1999, Clal Industries acquired an aggregate of 118,600 Ordinary Shares of the Issuer in open market transactions on the NASDAQ at prices ranging from $19.125 to $31.000 per share. The cost of the 118,600 Ordinary Shares was funded out of working capital of Clal Industries. On April 30, 1999, Clal Industries acquired an aggregate of 340,000 Ordinary Shares of the Issuer at a price of $35.00 per share. These shares were purchased as part of a secondary public offering by the Issuer, during which offering a total of 2,900,000 Ordinary Shares were sold by the Issuer. On various dates from May 18, 1999 through May 28, 1999, Clal Industries acquired an aggregate of 85,500 Ordinary Shares in open market transactions on the NASDAQ at prices ranging from $31.125 to $32.375 per share. The cost of the 425,500 Ordinary Shares was funded out of working capital of Clal Industries. On various dates from July 27, 1999 through September 19, 2001, Clal Industries acquired an aggregate of 1,474,700 Ordinary Shares in open market transactions on the NASDAQ at prices ranging from $5.200 to $25.188 per share. The cost of the 1,474,700 Ordinary Shares was funded out of working capital of Clal Industries. ITEM 4. PURPOSE OF TRANSACTION The Ordinary Shares acquired by Clal Industries were purchased for investment purposes and to protect the ability of the Reporting Persons to continue to influence the policies of the Issuer and to assure that any extraordinary corporate transactions involving the Issuer would be made with fair consideration given to the interests of the Reporting Persons. The Reporting Persons may seek to use their influence to prevent, or modify the terms of, any extraordinary transactions involving the Issuer or any of its subsidiaries, such as a recapitalization, merger, liquidation, transfer of a material amount of assets, or any similar extraordinary transaction, or a change in the governing instruments of the Issuer or the composition of its Board of Directors or dividend policies which the Reporting Persons believe are not in the interest of the Issuer or their interests as substantial investors in the Issuer. The Reporting Persons have no plan or proposals which would result in, or are designed to prevent or modify the terms of, any of the types of extraordinary transactions described above. The Reporting Persons may from time to time seek to acquire additional Ordinary Shares in transactions on the NASDAQ, or in transactions negotiated with the Issuer, or with other shareholders, at prices and/or other terms acceptable to the Reporting Persons. If the Reporting Persons believe it to be in their best interest, the Reporting Persons may sell all or any portion of the Ordinary Shares. Page 12 of 33 pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The Issuer has advised the Reporting Persons that there were 14,203,946 Ordinary Shares outstanding on June 30, 2001. The percentages of Ordinary Shares outstanding set forth in this Statement are based on this number. As of September 19, 2001, Clal Industries was the direct owner of 4,068,497 Ordinary Shares of the Issuer. As a result of the direct ownership of these Ordinary Shares of the Issuer by Clal Industries, the Reporting Persons may be deemed to share the power to vote and dispose of 4,068,497 Ordinary Shares of the Issuer, constituting approximately 28.64% of the Ordinary Shares of the Issuer. During the period from May 29, 1999 (the day after the last transaction reported in Schedule 13D) through September 19, 2001, Clal Industries made the following purchases of Ordinary Shares of the Issuer, all of which were made in open market transactions on the NASDAQ:
Date Amount of Ordinary Shares Price Per Share ---- ------------------------- --------------- July 27, 1999 15,000 25.188 July 27, 1999 25,000 25.125 July 27, 1999 10,000 24.875 July 27, 1999 10,000 24.688 July 27, 1999 20,000 24.750 July 27, 1999 5,000 24.625 July 27, 1999 15,000 24.500 August 2, 1999 10,000 24.875 August 2, 1999 15,000 24.813 August 2, 1999 5,000 24.750 August 2, 1999 10,000 25.000 August 2, 1999 20,000 24.938 August 2, 1999 5,000 24.875 August 2, 1999 4,000 24.750 August 2, 1999 3,000 24.813 August 3, 1999 17,500 23.875 August 3, 1999 3,000 23.813 August 3, 1999 4,500 23.750 August 4, 1999 6,900 23.375 August 4, 1999 5,000 23.250 August 4, 1999 2,000 23.188 August 4, 1999 8,100 23.125 August 5, 1999 20,000 23.063 August 5, 1999 4,000 22.813 August 5, 1999 5,000 23.000 August 5, 1999 10,000 22.750 August 9, 1999 10,000 23.000 August 9, 1999 10,000 22.750 August 9, 1999 5,000 22.625 August 9, 1999 3,000 22.938
Page 13 of 33 pages
Date Amount of Ordinary Shares Price Per Share ---- ------------------------- --------------- August 9, 1999 5,000 22.813 August 9, 1999 5,000 22.750 August 10, 1999 2,500 22.063 August 10, 1999 2,500 21.875 August 12, 1999 5,000 22.563 August 12, 1999 10,000 22.375 August 13, 1999 10,000 22.625 August 16, 1999 2,500 23.063 October 4, 1999 25,000 20.688 October 4, 1999 10,000 21.188 October 4, 1999 10,000 21.125 October 4, 1999 15,000 21.063 October 4, 1999 5,000 21.000 October 4, 1999 5,000 20.938 October 4, 1999 10,000 20.875 October 4, 1999 15,000 20.688 October 4, 1999 5,000 20.625 October 5, 1999 35,000 20.438 October 5, 1999 5,000 20.375 October 5, 1999 10,000 20.125 October 6, 1999 50,000 10.563 October 6, 1999 250,000 10.625 October 11, 1999 15,000 14.813 October 11, 1999 10,000 14.688 October 11, 1999 5,000 14.750 October 11, 1999 10,000 13.875 October 11, 1999 15,000 14.063 October 11, 1999 10,000 14.250 October 11, 1999 25,000 14.938 October 11, 1999 10,000 14.813 October 11, 1999 10,000 14.875 October 11, 1999 10,000 14.750 October 12, 1999 18,000 14.938 October 12, 1999 10,600 14.875 October 12, 1999 5,000 14.750 October 12, 1999 5,000 14.688 October 12, 1999 10,000 14.750 October 12, 1999 5,000 14.938 October 12, 1999 7,500 14.938 October 12, 1999 25,000 14.875 October 13, 1999 25,000 14.750 October 13, 1999 15,000 14.813 October 13, 1999 5,000 14.688 October 13, 1999 2,000 14.875 October 13, 1999 2,000 14.813 October 13, 1999 3,000 14.750 October 13, 1999 6,000 14.563
Page 14 of 33 pages
Date Amount of Ordinary Shares Price Per Share ---- ------------------------- --------------- October 13, 1999 2,000 14.438 October 13, 1999 2,500 14.563 October 13, 1999 2,500 14.625 October 14, 1999 25,000 14.750 October 14, 1999 17,000 14.938 October 15, 1999 13,000 14.750 October 15, 1999 15,000 14.688 October 15, 1999 10,000 14.625 October 15, 1999 25,000 14.688 October 19, 1999 27,500 14.000 October 19, 1999 3,000 13.938 October 19, 1999 1,000 13.875 October 26, 1999 10,000 13.313 October 26, 1999 5,000 13.250 October 26, 1999 1,600 13.000 October 27, 1999 12,000 13.063 October 27, 1999 20,000 13.063 October 27, 1999 5,000 12.938 August 1, 2001 5,000 $6.800 August 20, 2001 10,000 $6.750 August 20, 2001 2,000 $6.700 August 21, 2001 2,000 $6.700 August 20, 2001 15,000 $6.630 August 28, 2001 5,000 $6.370 August 29, 2001 3,000 $6.310 September 4, 2001 5,000 $5.910 September 5, 2001 8,000 $5.780 September 5, 2001 20,000 $5.800 September 6, 2001 15,000 $5.600 September 7, 2001 15,000 $5.550 September 19, 2001 120,000 $5.260 September 19, 2001 10,000 $5.200
As of September 20, 2001, IDB Holding, IDB Development and the Reporting Persons who are natural persons may be deemed to share the power to vote and dispose of the 4,068,497 Ordinary Shares held by Clal Industries, constituting approximately 28.64% of the Ordinary Shares. In addition, Mr. Leon Recanati had the sole power to vote and dispose of 3,200 Ordinary Shares of the Issuer, constituting approximately 0.02% of the Ordinary Shares of the Issuer. The Reporting Persons have been informed that Leon Recanati purchased 3,200 Ordinary Shares before January 1, 2000 and that none of the other executive officers of IDB Holding, IDB Development and Clal Industries have purchased or sold any Ordinary Shares since such date. Page 15 of 33 pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as described herein, none of the Reporting Persons has any contacts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Pursuant to certain of the Share Purchase Agreements, Clal Industries is the assignee of registration rights granted by the Issuer. Pursuant to such Agreements, Clal Industries has the right to request the Issuer to register all or part of the 856,197 Ordinary Shares Clal Industries acquired pursuant to such Share Purchase Agreements (the "Eligible Shares"). If the Issuer at any time proposes to register any of its securities, it is required to give notice to Clal Industries of its intention. Upon Clal Industries' written request the Issuer shall include the Eligible Shares in the registration. If the registration involves an underwriter, Clal Industries' registration rights are conditional upon the underwriter's determination as to marketing factors requiring the limitation of the rights; provided that the number of shares to be included in the registration is determined on a pro rata basis and that all Eligible Shares Clal Industries requests to be registered are included prior to any other shares of the Issuer. At any time prior to March 15, 2002 Clal Industries may request in writing that all or part of the Eligible Shares be registered for trading on any securities exchange; provided the request is in a minimum amount of $3,000,000 and at a minimum price per share of $5.00. The Issuer is not required to effect any registration within a period of 180 days following the effective date of a previous registration and is entitled to postpone the registration once for a period of up to 120 days in the event that the proposed registration is expected to have an adverse impact on a planned acquisition, merger, tender offer or similar transaction. If the registration involves an underwriter, Clal Industries' registration rights are conditional upon the underwriter's determination as to marketing factors requiring the limitation of the rights; provided that (i) 50% of the Eligible Shares Clal Industries requests to be registered are included in the registration, (ii) the number of the remainder shares to be included is determined on a pro rata basis and (iii) that all Eligible Shares Clal Industries requests to be registered are included prior to any other shares of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibits 1, Name, citizenship, business address, present 2 and 3 principal occupation and employer of executive officers and directors of (1) Clal Industries, (2) IDB Holding and (3) IDB Development. Exhibit 4 Agreement dated June 2, 1998 between Clal Industries and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendments hereto on behalf of Clal Industries. Page 16 of 33 pages Exhibit 5 Agreement dated June 9, 1998 between IDB Development and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendments hereto on behalf of IDB Development. Exhibit 6 Agreement dated June 9, 1998 between Leon Recanati and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendment hereto on behalf of Mr. Recanati. Exhibit 7 Agreement dated December 15, 1999 between Oudi Recanati and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendment thereto on behalf of Mr. Recanati. Exhibit 8 Agreement dated June 9, 1998 between Elaine Recanati and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendment hereto on behalf of Mrs. Recanati. Exhibit 9 Agreement dated June 9, 1998 between Judith Yovel Recanati and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendment hereto on behalf of Mrs. Recanati. Exhibit 10 Form of registration rights held by Clal Industries (filed as an exhibit to the Issuer's Registration Statement on Form F-1, as amended, dated March 13, 1998, and incorporated herein by reference). Page 17 of 33 pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: October 8, 2001 CLAL INDUSTRIES AND INVESTMENTS LTD. IDB DEVELOPMENT CORPORATION LTD. IDB HOLDING CORPORATION LTD. LEON RECANATI OUDI RECANATI ELAINE RECANATI JUDITH YOVEL RECANATI By: IDB HOLDING CORPORATION LTD. By: /s/ JAMES I. EDELSON ----------------------------------------------------- James I. Edelson, U.S. Resident Secretary of IDB Holding Corporation Ltd. for itself and on behalf of Clal Industries and Investments Ltd., IDB Development Corporation Ltd., Leon Recanati, Oudi Recanati, Elaine Recanati and Judith Yovel Recanati pursuant to the agreements annexed to this Amendment 6 to Schedule 13D as exhibits 4-9. Page 18 of 33 pages EX-99.1 3 a2060659zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 (Information provided as of September 28, 2001 in response to Items 2 through 6 of Schedule 13D) Executive Officers and Directors of Clal Industries and Investments Ltd. ("Clal Industries") Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel (citizenship the same as country of residence unless otherwise noted)
Name and Address Position in Clal Principal Occupation ---------------- ---------------- -------------------- Industries ---------- Leon Recanati Chairman of the Board Chairman of the Board 3 Azrieli Center, and Chief Executive Triangle Tower, Officer of IDB Holding Tel Aviv, Israel Corporation Ltd. ("IDBH") Eliahu Cohen Director Director and Co-Chief 3 Azrieli Center, Executive Officer of Triangle Tower, IDB Development Tel Aviv, Israel Nahum Amit Director Advocate 112 Igal Alon Street Tel Aviv, Israel Richard Armon* Director Chairman of Gmul 9 Mahrel Street Investment Co. Ltd. Tel Aviv, Israel Aviezer Chelouche Director Advocate 41 Beeri Street Tel Aviv, Israel Ariel Carasso Director Director of Moise Carasso 26 Rival Street & Sons Ltd. Tel Aviv, Israel David Leviatan Director Director of Companies 18 Mendele Street Herzelia, Israel Dr. Liora Katzenstein Director President of ISEMI Israel 12A Meskin Street School of Enterprise Tel Aviv, Israel Management & Innovation, branch of Swinburne University of Technologies (Australia) - Center for Innovation and Entrepreneurship World Network
Page 19 of 33 pages
Name and Address Position Principal Occupation ---------------- -------- -------------------- Gurion Meltzer Director Management consultant and 44 Jabotinsky Street Lecturer at academic Tel-Aviv, Israel institutes Meir Shannie President and Chief President and Chief 3 Azrieli Center, Executive Officer Executive Officer Triangle Tower, Tel Aviv, Israel Yecheskel Dovrat Executive Vice Executive Vice President 3 Azrieli Center, President Triangle Tower, Tel Aviv, Israel Yeoshua Agassi V. P. Business 3 Azrieli Center, Development Triangle Tower, Tel Aviv, Israel Nitsa Einan General Counsel General Counsel 3 Azrieli Center, Triangle Tower, Tel Aviv, Israel Gil Milner Controller Controller 3 Azrieli Center, Triangle Tower, Tel Aviv, Israel Gonen Bieber** VP of Finance Manager Finance Manager 3 Azrieli Center, Triangle Tower, Tel Aviv, Israel Ofer Green Special Assistant to Special Assistant to the 3 Azrieli Center, the CEO CEO Triangle Tower, Tel Aviv, Israel Doron Feinberg Corporate Secretary Corporate Secretary 3 Azrieli Center, Triangle Tower, Tel Aviv, Israel
Page 20 of 33 pages
Name and Address Position Principal Occupation ---------------- -------- -------------------- Ilan Amit Internal Auditor Internal Auditor of Clal 3 Azrieli Center, Industries and of subsidiaries Triangle Tower of the Clal Group Tel Aviv, Israel
* Mr. Armon is a dual citizen of Israel and Romania. ** Mr. Bieber is a dual citizen of Israel and the Republic of Germany. Based on the information provided to the Reporting Persons, except as disclosed below, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D. In March 1997, Mr. Meir Shannie, pleaded guilty in the District Court in Jerusalem, Israel to a criminal charge of violating Israel's Restrictive Trade Practices Law in connection with an insurance cartel, and received a suspended sentence of ten months' imprisonment, which has lapsed, and a fine of New Israel Shekels 150,000 (approximately $37,500). Page 21 of 33 pages EX-99.2 4 a2060659zex-99_2.txt EXHIBIT 99.2 Exhibit 99.2 (Information provided as of September 28, 2001 in response to Items 2 through 6 of Schedule 13D) Executive Officers, Directors and Persons Controlling IDB Holding Corporation Ltd. (1) ("IDBH") Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel (citizenship the same as country of residence unless otherwise noted)
Name and Address Position Principal Occupation ---------------- -------- -------------------- Haym Carasso Director Joint Managing Director 26 Rival Street of Moise Carasso & Sons Tel Aviv, Israel Ltd. Eliahu Cohen Director Director and Co-Chief 3 Azrieli Center, Executive Officer of IDB Triangle Tower, Development Tel Aviv, Israel William M. Davidson Director Chief Executive Officer 2300 Harmon Road of Guardian Industries Auburn Hills, Michigan Corporation Rolando Eisen Director Director of Companies 2A Geiger Street Neveh Avivim, Tel Aviv, Israel Robert J. Hurst Director Vice Chairman of Goldman, 85 Broad Street Sachs & Co., Investment New York, New York Bankers
Page 22 of 33 pages
Name and Address Position Principal Occupation ---------------- -------- -------------------- Dalia Lev Director Director and Co-Chief 3 Azrieli Center, Executive Officer of IDB Triangle Tower, Development Tel Aviv, Israel Solomon Merkin Director Vice President, Leib 910 Sylvan Avenue, Merkin, Inc. Suite 130 (Investments) Englewood Cliffs, New Jersey Raphael Molho Director Director of Companies (2) 22 Ibn Gvirol Street Jerusalem, Israel Lenny Recanati Director Senior Vice President of 3 Azrieli Center, Discount Investment Triangle Tower, Corporation Ltd. Tel Aviv, Israel Leon Recanati Chairman of the Chairman of the Board and 3 Azrieli Center, Board and Chief Chief Executive Officer Triangle Tower, Executive Officer of IDBH and Chairman of Tel Aviv, Israel the Board of Clal Industries (3) Oudi Recanati Director Chairman, Discount Bank Quai de L'ile 3, CH-1204 and Trust Company (4) Geneva, Switzerland Meir Rosenne Director Lawyer 14 Aluf Simhony Street Jerusalem, Israel Israel Zang Director Professor of Management, 10 Kissufim Street Tel Aviv University Tel Aviv, Israel Israel Yovel Director Senior Physician 64 Kaplan Street Tel Aviv Medical Center Herzliya, Israel
Page 23 of 33 pages
Name and Address Position Principal Occupation ---------------- -------- -------------------- Judith Yovel Recanati Housewife 64 Kaplan Street Herzliya, Israel Elaine Recanati Housewife 23 Shalva Street Herzliya, Israel (citizen of the United States) Zehavit Joseph* Executive Vice Executive Vice 3 Azrieli Center, President and President and Chief Triangle Tower, Chief Financial Financial Officer of Tel Aviv, Israel Officer IDBH (5) Rina Cohen Controller Controller of IDBH (6) 3 Azrieli Center, Triangle Tower, Tel Aviv, Israel Arthur Caplan** Corporate Secretary Corporate Secretary of 3 Azrieli Center, IDBH (7) Triangle Tower, Tel Aviv, Israel James I. Edelson U.S. Resident Executive Vice President 511 Fifth Avenue Secretary of Overseas Discount New York, New York Corporation, Investments
* Ms. Joseph is a dual citizen of Israel and the United States. ** Mr. Caplan is a dual citizen of Israel and Great Britain. (1) As of September 28, 2001, IDB Holding Corporation Ltd., an Israeli corporation located at 3 Azrieli Center, Triangle Tower, Tel Aviv, Israel, owned approximately 56.4% of the outstanding shares of IDB Development Corporation Ltd. As of such date, companies controlled by Oudi Recanati, Leon Recanati, Judith Yovel Recanati and Elaine Recanati held in the aggregate approximately 51.7% of the voting power and equity of IDB Holding Corporation Ltd. Page 24 of 33 pages (2) Mr. Molho is a Director of IDB Development. (3) Mr. Leon Recanati is Chairman of IDB Development. (4) Mr. Oudi Recanati is Director of IDB Development and is a citizen of Israel. (5) Ms. Joseph is Executive Vice President and Chief Financial Officer of IDB Development. (6) Mrs. Cohen is Controller of IDB Development. (7) Mr. Caplan is Corporate Secretary of IDB Development. Based on the information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D. Page 25 of 33 pages EX-99.3 5 a2060659zex-99_3.txt EXHIBIT 99.3 Exhibit 99.3 (Information provided as of September 28, 2001 in response to Items 2 through 6 of Schedule 13D) Executive Officers and Directors of IDB Development Corporation Ltd. who are not Executive Officers or Directors of IDB Holding Corporation Ltd. Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel (citizenship is Israel, unless otherwise noted)
Name and Address Position Principal Occupation ---------------- -------- -------------------- Abraham Ben Joseph Director Director of Companies 87 Haim Levanon Street Ramat Aviv Tel Aviv, Israel Avishay Braverman Director President of Ben Gurion 11 Jericho Street University of the Negev Beer Sheva, Israel Yoel Carasso Director Director of Companies 33 Maaleh Habanim Ramat Gan, Israel Arnon Gafny Director Economist 55 Moshe Kol Street Jerusalem, Israel Michael Levi Director President, Nilit, Ltd. Textile Fashion Ctr. 2 Kaufman Street Tel Aviv, Israel Michael A. Recanati* Director Chairman of Orama Partners, Inc., 590 Fifth Avenue Investment Banking Services New York, New York Avi Shani Vice President, Vice President, 3 Azrieli Center, Investments and Investments and Triangle Tower Chief Economist Chief Economist Tel Aviv, Israel
* Mr. Recanati is a dual citizen of the United States and Israel. Based on information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2(d) and 2(e) of Schedule 13D. Page 26 of 33 pages EX-99.4 6 a2060659zex-99_4.txt EXHIBIT 99.4 Exhibit 99.4 June 2, 1998 IDB Holding Corporation Ltd. "The Tower" 3 Daniel Frisch Street Tel Aviv, Israel Gentlemen: Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any amendments thereto in respect of shares of Fundtech Ltd. purchased, owned or sold from time to time by the undersigned. IDB Holding is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, Clal Industries and Investments Ltd. By: /s/ R. BEN SHAUL, K. LALO ------------------------- Name: R. Ben Shaul, K. Lalo Title: President, General Counsel Agreed: IDB Holding Corporation Ltd. By: /s/ JAMES I. EDELSON ----------------------- James I. Edelson, U.S. Resident Secretary Page 27 of 33 pages EX-99.5 7 a2060659zex-99_5.txt EXHIBIT 99.5 Exhibit 99.5 June 9, 1998 IDB Holding Corporation Ltd. "The Tower" 3 Daniel Frisch Street Tel Aviv, Israel Gentlemen: Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any amendments thereto in respect of shares of Fundtech Ltd. purchased, owned or sold from time to time by the undersigned. IDB Holding is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, IDB Development Corporation Ltd. By: /s/ E. COHEN A. CAPLAN -------------------------- Name: Eliahu Cohen, Arthur Caplan Title: Joint Managing Director, Corporate Secretary Agreed: IDB Holding Corporation Ltd. By: /s/ JAMES I. EDELSON ---------------------- James I. Edelson, U.S. Resident Secretary Page 28 of 33 pages EX-99.6 8 a2060659zex-99_6.txt EXHIBIT 99.6 Exhibit 99.6 June 9, 1998 IDB Holding Corporation Ltd. "The Tower" 3 Daniel Frisch Street Tel Aviv, Israel Gentlemen: Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any amendments thereto in respect of shares of Fundtech Ltd. purchased, owned or sold from time to time by the undersigned. - IDB Holding is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, /s/ L. RECANATI --------------- Leon Recanati Agreed: IDB Holding Corporation Ltd. By: /s/ JAMES I. EDELSON --------------------- James I. Edelson, U.S. Resident Secretary Page 29 of 33 pages EX-99.7 9 a2060659zex-99_7.txt EXHIBIT 99.7 Exhibit 99.7 December 15, 1999 IDB Holding Corporation Ltd. "The Tower" 3 Daniel Frisch Street Tel Aviv, Israel 64731 Gentlemen: Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of the companies listed on Exhibit A hereto purchased, owned or sold from time to time by the undersigned. IDB Holding is hereby authorized to file a copy of this letter as an exhibit to any of said Schedule 13Ds or Schedule 13Gs or any amendments thereto. Very truly yours, /s/ O. RECANATI --------------- Oudi Recanati Agreed: IDB Holding Corporation Ltd. By: /s/ JAMES I. EDELSON -------------------- James I. Edelson, U.S. Resident Corporate Secretary Pages 30 of 33 pages Exhibit A American Israeli Paper Mills Ltd. BVR Systems (1998) Ltd. BVR Technologies Ltd. Carmel Container Systems Limited ECI Telecom Ltd. Fundtech Ltd. Nexus Telocation Systems Ltd. Orckit Communications Ltd. Pharmaceutical Resources, Inc. Page 31 of 33 pages EX-99.8 10 a2060659zex-99_8.txt EXHIBIT 99.8 Exhibit 99.8 June 9, 1998 IDB Holding Corporation Ltd. "The Tower" 3 Daniel Frisch Street Tel Aviv, Israel Gentlemen: Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any amendments thereto in respect of shares of Fundtech Ltd. purchased, owned or sold from time to time by the undersigned. IDB Holding is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, /s/ ELAINE RECANATI ------------------- Elaine Recanati Agreed: IDB Holding Corporation Ltd. By: /s/ JAMES I. EDELSON ---------------------- James I. Edelson, U.S. Resident Secretary Page 32 of 33 pages EX-99.9 11 a2060659zex-99_9.txt EXHIBIT 99.9 Exhibit 99.9 June 9, 1998 IDB Holding Corporation Ltd. "The Tower" 3 Daniel Frisch Street Tel Aviv, Israel Gentlemen: Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any amendments thereto in respect of shares of Fundtech Ltd. purchased, owned or sold from time to time by the undersigned. IDB Holding is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, /s/ J.Y. RECANATI --------------------- Judith Yovel Recanati Agreed: IDB Holding Corporation Ltd. By: /s/ JAMES I. EDELSON ---------------------- James I. Edelson, U.S. Resident Secretary Page 33 of 33 pages