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