-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LZMdOu93PXD388F+jRgQlrSgZyGO/qk7/IvFU7ge9XsedzTb41DY5ggOk3RvpPS3 l0LJapyn+CKkBE1ZOD/W9Q== 0000919593-03-000004.txt : 20030206 0000919593-03-000004.hdr.sgml : 20030206 20030206164708 ACCESSION NUMBER: 0000919593-03-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030206 GROUP MEMBERS: DEP TECHNOLOGY HOLDINGS LTD. GROUP MEMBERS: DISCOUNT INVESTMENT CORPORATION LTD. GROUP MEMBERS: ELAINE RECANATI GROUP MEMBERS: ELRON ELECTRONIC INDUSTRIES LTD. GROUP MEMBERS: IDB DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: IDB HOLDING CORPORATION LTD GROUP MEMBERS: JUDITH YOVEL RECANATI GROUP MEMBERS: LEON RECANATI GROUP MEMBERS: OUDI RECANATI GROUP MEMBERS: RDC RAPHAEL DEVELOPMENT CORPORATION LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIVEN IMAGING LTD CENTRAL INDEX KEY: 0001126140 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62155 FILM NUMBER: 03542897 BUSINESS ADDRESS: STREET 1: 2 HA CARMEL ST STREET 2: NEW INDUSTRIAL PARK CITY: YOQNEAM STATE: L4 ZIP: 20692 MAIL ADDRESS: STREET 1: 2 HA CARMEL ST CITY: YOQNEAM STATE: L4 ZIP: 20692 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 13G/A BUSINESS ADDRESS: STREET 1: 3 AZRIELI CENTER STREET 2: THE TRIANGULAR TOWER, 44TH FLOOR CITY: TEL AVIV ISRAEL BUSINESS PHONE: 2122511153 MAIL ADDRESS: STREET 1: 511 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 giv13g1.htm SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b),(c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No.   1   )*

 

                                             GIVEN IMAGING LTD.                                             

(Name of Issuer)
 

ORDINARY SHARES, PAR VALUE NEW ISRAEL SHEKELS 0.05 PER SHARE

(Title of Class of Securities)
 

                                                          2797140                                                          

(CUSIP Number)
 

                                                DECEMBER 31, 2002                                                

Date of Event Which Requires Filing of this Statement

 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 

o Rule 13d-1(b)
 

o Rule 13d-1(c)
 

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to the "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 provision of the Act (however, see the Notes).

 

Page 1 of 13 pages

 

 

 

 

13G

CUSIP No. 2797140

 

Page 2 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

RDC Rafael Development Corporation Ltd. (no U.S. I.D. number)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

5,985,910 shares

7

SOLE DISPOSITIVE POWER

     0

8

SHARED DISPOSITIVE POWER

5,985,910 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,985,910 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

23.6%

12

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

13G

CUSIP No. 2797140

  

Page 3 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

DEP Technology Holdings Ltd. (no U.S. I.D. number)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

5,985,910 shares

7

SOLE DISPOSITIVE POWER

     0

8

SHARED DISPOSITIVE POWER

5,985,910 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,985,910 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

23.6%

12

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

13G

CUSIP No. 2797140

 

Page 4 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Elron Electronic Industries Ltd. (no U.S. I.D. number)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

7,717,130 shares

7

SOLE DISPOSITIVE POWER

     0

8

SHARED DISPOSITIVE POWER

7,717,130 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,717,130 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

30.4%

12

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

13G

CUSIP No. 2797140

 

Page 5 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Discount Investment Corporation Ltd. (no U.S. I.D. number)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

11,179,571 shares

7

SOLE DISPOSITIVE POWER

     0

8

SHARED DISPOSITIVE POWER

11,179,571 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,179,571 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

44.1%

12

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

13G

CUSIP No. 2797140

 

Page 6 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

IDB Development Corporation Ltd. (no U.S. I.D. number)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

11,179,571 shares

7

SOLE DISPOSITIVE POWER

     

8

SHARED DISPOSITIVE POWER

11,179,571 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,179,571 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

44.1%

12

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

13G

CUSIP No. 2797140

 

Page 7 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

IDB Holding Corporation Ltd. (no U.S. I.D. number)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

11,179,571 shares

7

SOLE DISPOSITIVE POWER

     0

8

SHARED DISPOSITIVE POWER

11,179,571 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,179,571 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

44.1%

12

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

13G

CUSIP No. 2797140

 

Page 8 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Leon Recanati

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

11,179,571 shares

7

SOLE DISPOSITIVE POWER

     0

8

SHARED DISPOSITIVE POWER

11,179,571 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,179,571 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

44.1%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

13G

CUSIP No. 2797140

  

Page 9 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Oudi Recanati

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

11,179,571 shares

7

SOLE DISPOSITIVE POWER

     0

8

SHARED DISPOSITIVE POWER

11,179,571 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,179,571 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

44.1%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

13G

CUSIP No. 2797140

  

Page 10 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Judith Yovel Recanati

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

11,179,571 shares

7

SOLE DISPOSITIVE POWER

     0

8

SHARED DISPOSITIVE POWER

11,179,571 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,179,571 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

44.1%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

13G

CUSIP No. 2797140

  

Page 11 of 13 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Elaine Recanati

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x
(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

     0

6

SHARED VOTING POWER

11,179,571 shares

7

SOLE DISPOSITIVE POWER

     0

8

SHARED DISPOSITIVE POWER

11,179,571 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,179,571 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

44.1%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

This Amendment No. 1 amends items 2 and 4 of the Statement on Schedule 13G previously filed with the Securities and Exchange Commission relating to the ordinary shares, par value New Israel Shekel 0.05 per share, of Given Imaging Ltd. (the "Issuer"). Unless otherwise defined in this Amendment No. 1 to the Schedule 13G, capitalized terms have the meanings assigned to them in the Statement on Schedule 13G previously filed.

Item 2. Reporting Persons and Class of Securities.

As of December 31, 2002, DEP owned 50.1% of the voting power of RDC, Elron owned all of the outstanding shares of DEP, DIC owned approximately 38.6% of Elron, IDB Development owned approximately 71.5% of the outstanding shares of DIC and IDB Holding owned approximately 57.9% of the outstanding shares of IDB Development.

As of December 31, 2002, companies controlled by Messrs. Oudi Recanati and Leon Recanati and Mrs. Judith Yovel Recanati and Mrs. Elaine Recanati held in the aggregate approximately 51.7% of the voting power and equity of IDB Holding. The business address of Mr. Oudi Recanati is 96-98 rue du Rhone, CH-1204, Geneva, Switzerland.

 

Item 4. Ownership

The Reporting Persons are advised by the Issuer that there were 25,373,513 outstanding Ordinary Shares as of December 31, 2002. As of December 31, 2002, RDC directly owned 5,985,910 Ordinary Shares, or approximately 23.6% of the outstanding Ordinary Shares, DIC directly owned 3,462,441 Ordinary Shares, or approximately 13.6% of the outstanding Ordinary Shares and Elron directly owned 1,731,220 Ordinary Shares, or approximately 6.8% of the outstanding Ordinary Shares. As of such date, DEP, by reason of its voting interest in RDC, may be deemed to share the power to vote and dispose of the 5,985,910 Ordinary Shares owned by RDC, and Elron, by reason of its ownership of DEP and its direct ownership of 1,731,220 Ordinary Shares, may be deemed to share the power and dispose of 7,717,130 Ordinary Shares, or approximately 30.4% of the outstanding Ordinary Shares. As of December 31, 2002, (i) DIC, by reason of its direct ownership of 3,462,441 Ordinary Shares and its ownership interest in Elron, (ii) IDB Devel opment, by reason of its ownership interest in DIC, (iii) IDB Holding, by reason of its ownership interest in IDB Development, and (iv) the Reporting Persons who are natural persons, by reason of their interests in and relationships with IDB Holding, may be deemed to share the power to vote and dispose of 11,179,571 Ordinary Shares directly owned by RDC, DIC and Elron, or approximately 44.1% of the outstanding Ordinary Shares.

 

 

Page 12 of 13 pages

 

 

 

 

Signature

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certify that the information set forth in this Statement is true, complete and correct.

Dated: February 6, 2003

RDC RAPHAEL DEVELOPMENT CORPORATION LTD.
DEP TECHNOLOGY HOLDINGS LTD.
ELRON ELECTRONIC INDUSTRIES LTD.
DISCOUNT INVESTMENT CORPORATION LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
LEON RECANATI
OUDI RECANATI
JUDITH YOVEL RECANATI
ELAINE 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 RDC Raphael Development Corporation Ltd., DEP Technology Holdings Ltd., Elron Electronic Industries Ltd., Discount Investment Corporation Ltd., IDB Development Corporation Ltd., Leon Recanati, Oudi Recanati, Judith Yovel Recanati and Elaine Recanati pursuant to the agreements annexed to the Schedule 13G as Exhibits 1-9.

 

 

 

 

 

Page 13 of 13 pages

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