Schedule 13D Amendment No. 19

0001193125-13-035424.txt : 20130204 0001193125-13-035424.hdr.sgml : 20130204 20130204060632 ACCESSION NUMBER: 0001193125-13-035424 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130204 DATE AS OF CHANGE: 20130204 GROUP MEMBERS: CHAIM KATZMAN GROUP MEMBERS: DOR J. SEGAL GROUP MEMBERS: ERICA OTTOSSON GROUP MEMBERS: FICUS, INC. GROUP MEMBERS: GAZIT (1995), INC. GROUP MEMBERS: GAZIT AMERICA, INC. GROUP MEMBERS: GAZIT FIRST GENERATION LLC GROUP MEMBERS: M G N (USA) INC. GROUP MEMBERS: MGN AMERICA, LLC GROUP MEMBERS: SILVER MAPLE (2001), INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY ONE, INC. CENTRAL INDEX KEY: 0001042810 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521794271 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54975 FILM NUMBER: 13568189 BUSINESS ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 BUSINESS PHONE: 305-947-1664 MAIL ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY ONE INC DATE OF NAME CHANGE: 19970723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gazit-Globe Ltd CENTRAL INDEX KEY: 0001379009 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1696 NE MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 BUSINESS PHONE: (212) 305-944-7988 MAIL ADDRESS: STREET 1: 1696 NE MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 SC 13D/A 1 d478424dsc13da.htm SCHEDULE 13D AMENDMENT NO. 19 Schedule 13D Amendment No. 19

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)

Equity One, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

294752100

(CUSIP Number)

Eran Ballan

Gazit-Globe Ltd

1 Hashalom Road

Tel-Aviv, Israel 67892

Tel: (03) 694-8000

Fax: (03) 696-1910

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 30, 2013

(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 that 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 294752100						Page 2


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chaim Katzman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States and Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 882,186 (1) (2)
		8	SHARED VOTING POWER 53,187,514
		9	SOLE DISPOSITIVE POWER 882,186
		10	SHARED DISPOSITIVE POWER 53,187,514
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,069,700
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.5%
14	TYPE OF REPORTING PERSON IN

(1)	See Explanatory Note for Item 5.

(2)	All Shareholdings throughout this filing have been rounded to the nearest whole number of shares.


CUSIP No. 294752100						Page 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dor J. Segal
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States and Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 31,900 (3) (4)
		8	SHARED VOTING POWER 53,187,514
		9	SOLE DISPOSITIVE POWER 31,900
		10	SHARED DISPOSITIVE POWER 53,187,514
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,219,414
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.8%
14	TYPE OF REPORTING PERSON IN

(3)	Includes 4,950 shares of unvested restricted stock which Mr. Segal presently has the power to vote.

(4)	Includes 7,050 shares of common stock held jointly with Mr. Segal’s spouse, Erica Ottosson.


CUSIP No. 294752100						Page 4


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Erica Ottosson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada and Sweden
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 7,050 (5)
		8	SHARED VOTING POWER 53,187,514
		9	SOLE DISPOSITIVE POWER 7,050
		10	SHARED DISPOSITIVE POWER 53,187,514
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,194,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.8%
14	TYPE OF REPORTING PERSON IN

(3)	Includes 7,050 shares of common stock held jointly with Mr. Segal.


CUSIP No. 294752100						Page 5


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gazit-Globe Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 53,187,514
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 53,187,514
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,187,514
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.8%
14	TYPE OF REPORTING PERSON CO


CUSIP No. 294752100						Page 6


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON M G N (USA) INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 38,907,443
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 38,907,443
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,907,443
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.7%
14	TYPE OF REPORTING PERSON CO


CUSIP No. 294752100						Page 7


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAZIT (1995), INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 10,812,312
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 10,812,312
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,812,311.838
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON CO


CUSIP No. 294752100						Page 8


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gazit First Generation LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 10,812,312
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 10,812,312
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,812,312
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON CO


CUSIP No. 294752100						Page 9


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MGN America, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 18,891,997
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 18,891,997
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,891,997
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%
14	TYPE OF REPORTING PERSON CO


CUSIP No. 294752100						Page 10


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gazit America, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 14,280,070
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 14,280,070
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,280,070
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
14	TYPE OF REPORTING PERSON CO


CUSIP No. 294752100						Page 11


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silver Maple (2001), Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,893,213
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,893,213
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,893,213
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5%
14	TYPE OF REPORTING PERSON CO


CUSIP No. 294752100						Page 12


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ficus, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,386,857
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,386,857
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,386,857
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5%
14	TYPE OF REPORTING PERSON CO


CUSIP No. 294752100						Page 13

Explanatory Note: This Amendment No. 19 (this “Amendment”) to the Schedule 13D of Chaim Katzman, Gazit-Globe Ltd. (“Gazit”), M G N (USA) INC. (“MGN”), GAZIT (1995), INC. (“1995”), Gazit First Generation LLC (“First Generation”), MGN America, LLC (“MGN-A”), Gazit Maple, Inc. (“GMI”), Gazit America, Inc. (“GAA”), Silver Maple (2001), Inc. (“Silver Maple”) and Ficus, Inc. (“Ficus”) (collectively, the “Gazit Group,” “we,” “us” or the “Reporting Persons”) filed on October 10, 2001 (the “Initial 13D”) relates to the Common Stock, par value $0.01 each (“Shares”) of Equity One, Inc., a Maryland corporation (the “Issuer” or “Equity One”). The Initial 13D, together with Amendment No. 1 to the Initial 13D, filed February 26, 2003, Amendment No. 2 to the Initial 13D, filed July 31, 2007, Amendment No. 3 to the Initial 13D, filed August 8, 2007, Amendment No. 4 to the Initial 13D, filed January 18, 2008, Amendment No. 5 to the Initial 13D, filed July 8, 2008, Amendment No. 6 to the Initial 13D, filed October 14, 2008, Amendment No. 7 to the Initial 13D, filed October 24, 2008, Amendment No. 8 to the Initial 13D, filed November 4, 2008, Amendment No. 9 to the Initial 13D, filed November 13, 2008, Amendment No. 10 to the Initial 13D, filed April 27, 2009, Amendment No. 11 to the Initial 13D, filed August 24, 2009, Amendment No. 12 to the Initial 13D, filed March 29, 2010, Amendment No. 13 to the Initial 13D, filed June 7, 2010, Amendment No. 14 to the Initial 13D, filed December 23, 2010, Amendment No. 15 to the Initial 13D, filed on January 18, 2011, Amendment No. 16 to the Initial 13D, filed on April 4, 2011, Amendment No. 17 to the Initial 13D, filed on June 2, 2011, Amendment No. 18 to the Initial 13D, filed on August 26, 2011, and this Amendment No. 19 shall be collectively referred to herein as the “Schedule 13D.”


CUSIP No. 294752100						Page 14

This Amendment No. 19 reflects the following changes:

•

The addition of Dor J. Segal and Erica Ottosson (Mr. Segal’s spouse) as Reporting Persons and as members of the group.

•

The removal of GMI as a Reporting Person and as a member of the group following a transaction which closed on August 8, 2012, pursuant to which GMI merged with and into GAA (the “GAA Privatization Transaction”).

•

The acquisition by Gazit in the GAA Privatization Transaction of indirect ownership of the 6,311,114 outstanding common shares of GAA which it did not already indirectly own. As a result of the Gazit America Transaction, Gazit indirectly owns 100% of the 23,345,088 outstanding common shares of GAA. The Reporting Persons had previously reported beneficial ownership of 100% of the 23,345,088 outstanding common shares of GAA because GAA is indirectly controlled by Gazit. GAA wholly owns Ficus, which directly owns 5,386,857 shares of the Issuer’s common stock, and Silver Maple, which directly owns 8,893,213 shares of the Issuer’s common stock. The Reporting Persons’ beneficial ownership of the Issuer’s common stock did not change as a result of the GAA Privatization Transaction. Nevertheless, The Reporting Persons pecuniary interest in the Issuer’s common stock held by Ficus and Silver Maple increased from 73.1% to 100%

•

MGN-A’s purchase of 500,000 Equity One Shares on August 14, 2012 in a private placement.

Item 2.

Identity and Background

Item 2 is amended and restated in its entirety as follows:

This Schedule 13D is filed by the Reporting Persons set forth in the table below pursuant to Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.


CUSIP No. 294752100						Page 15

The following table sets forth the name, address and citizenship for each of the Reporting Persons:


Reporting Person	Address	Citizenship/ Place of Organization

Chaim Katzman	1696 NE Miami Gardens Drive North Miami Beach, FL 33179	United States/Israel

Dor J. Segal	85 Hanna Avenue, Ste. 400 Toronto, Ontario M6K, Canada	United States/Israel

Erica Ottosson	15 Mill Street Toronto ON M5A 3R6 Canada	Canada/Sweden

Gazit-Globe Ltd. (“*Gazit*”)	One Hashalom Road Tel Aviv, 67892 Israel	Israel

M G N (USA) INC. (“*MGN*”)	1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Nevada

GAZIT (1995), INC. (“*1995*”)	1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Nevada

Gazit First Generation LLC (“*First Generation*”)	1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Delaware

MGN America, LLC (“*MGN-A*”)	1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Delaware

Gazit America, Inc. (“*GAA*”)	109 Atlantic Ave., Ste 303 Toronto, ON M6K 1X4 Canada	Ontario, Canada

Silver Maple (2001), Inc. (“*Silver Maple*”)	109 Atlantic Ave., Ste 303 Toronto, ON M6K 1X4 Canada	Nevada

Ficus, Inc. (“*Ficus*”)	109 Atlantic Ave., Ste 303 Toronto, ON M6K 1X4 Canada	Delaware


CUSIP No. 294752100						Page 16

The principal business of each of the Reporting Persons is set forth in the following table:


Reporting Person		Principal Business

Chaim Katzman		Chaim Katzman is the President and Chairman of the Board of Norstar Holdings Inc. and Gazit, and Chairman of the Board of the Issuer.

Dor J. Segal		Dor J. Segal is the Executive Vice-Chairman of Gazit, Vice-Chairman, President and CEO of First Capital Realty, Director of Norstar Holdings, Inc., and Vice-Chairman and Director of the Issuer.

Erica Ottosson		Erica Ottosson is a gallery director.

Gazit-Globe Ltd. (*“Gazit”*)		Gazit is a real estate investment company that trades on the Tel Aviv Stock Exchange (TASE) as part of the TA-25 under the ticker symbol “GLOB” and on the New York Stock Exchange under the ticker symbol “GZT”. Gazit is engaged, directly and through subsidiaries and affiliates, in the acquisition, development and management of properties in North America, Europe, Brazil and Israel, including shopping centers, senior living communities and medical office buildings.

M G N (USA) INC. (“*MGN*”)		MGN is engaged in the acquisition, development and management of income producing properties in the United States and Brazil, including senior living communities and medical office buildings. MGN acts to identify and capitalize on business opportunities in its existing sectors and/or in fields that relate to its activity in its geographic areas of operations and in other areas. MGN is a wholly-owned subsidiary of Gazit.

GAZIT (1995), INC. (“*1995*”)		1995 invests in real estate related businesses, including the businesses of its affiliates and those of unrelated public companies. 1995 is a wholly-owned subsidiary of Gazit.

Gazit First Generation LLC (“*First Generation*”)		First Generation invests in real estate related businesses, limited only to the businesses of its affiliates in United States. First Generation is a wholly owned subsidiary of 1995.

MGN America, LLC (“*MGN-A*”)		MGN-A invests in real estate related businesses, including the businesses of its affiliates. MGN-A is a wholly-owned subsidiary of Gazit.

Gazit America, Inc. (“*GAA*”)		GAA invests in real estate related businesses, including the businesses of its affiliates and those of unrelated public companies. GAA is a wholly owned subsidiary of Gazit.

Silver Maple (2001), Inc. (“*Silver Maple*”)		Silver Maple is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Silver Maple is a wholly owned subsidiary of GAA.

Ficus, Inc. (“*Ficus*”)		Ficus is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Ficus is a wholly owned subsidiary of GAA.

The information required by Instruction C to Schedule 13D with respect to (a) the executive officers and directors of the Reporting Persons, (b) each person controlling the Reporting Persons and (c) each executive officer and director of any corporation or other person ultimately in control of the Reporting Persons (collectively, the “Covered Persons”), is set forth below


CUSIP No. 294752100						Page 17

Covered Persons with Respect to Gazit


Name, Position with Gazit & Address	Present Principal Occupation	Name and Address of Employer	Citizenship

Chaim Katzman, Chairman of the Board of Directors 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Chairman of the Board of Gazit	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	US, Israel

Arie Mientkavich, Deputy Chairman of the Board of Directors 14 Bezalel Street, Jerusalem, Israel	Deputy Chairman of the Board of Gazit	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Israel

Dor J. Segal, Executive Vice Chairman of the Board of Directors 85 Hanna Avenue, Ste. 400 Toronto, Ontario M6K, Canada	Vice-Chairman, President and CEO of First Capital Realty	First Capital Realty 85 Hanna Avenue, Ste. 400 Toronto, Ontario M6K, Canada	US, Israel

Yair Orgler, Director 19 Ya’akov Zerubavel Street, Tel Baruch, Tel-Aviv, Israel	Professor Emeritus of the Management Faculty, Tel-Aviv University	Tel-Aviv University Department of Finance The Leon Recanati Graduate School of Business Administration Box 39010 Ramat Aviv, Tel Aviv 69978 Israel	Israel

Chaim Ben-Dor, Director 14 Nili Street, Jerusalem, Israel	Corporate Consultant	Chaim Ben-Dor 14 Nili Street, Jerusalem, Israel	Israel

Shay Pilpel, Director 8 Ben Haim Street, Ramat Hasharon	Chief Executive Officer	Wexford Capital Israel Ltd. c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Israel

Noga Knaz, Director 6 Sasha Argov Street, Tel-Aviv, Israel	General Manager	Rosario Capital Ltd. 2 Weitzman St., Amot Investment Tower Tel Aviv, Israel 64239	Israel


CUSIP No. 294752100						Page 18


Gary Epstein Director	Chair of the Global Corporate and Securities Department	Greenberg Traurig, LLP, an international law firm 333 SE 2nd Avenue Suite 4400 Miami, FL 33131	US

Douglas Sesler Director	Private Real Estate Investor	Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	US

Nadine Baudot-Trajtenberg Director	Corporate director	Gazit-Globe Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Israel

Aharon Soffer, President Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	President, Gazit	Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Israel

Gil Kotler, Senior Executive Vice President and Chief Financial Officer Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Senior Executive Vice President and Chief Financial Officer, Gazit	Gazit-Globe Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Israel

Eran Ballan, Senior Executive Vice President, General Counsel, and Corporate Secretary Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Senior Executive Vice President and General Counsel, Gazit	Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Israel

Varda Zuntz, Corporate Secretary Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	VP of Corporate Responsibility, Gazit	Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Israel

Romano Vaisenberger, Vice President and Controller Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Vice President and Controller, Gazit	Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Israel


CUSIP No. 294752100						Page 19

Gazit is traded on the Tel Aviv Stock Exchange (TASE) under the ticker symbol “GLOB” and on the New York Stock Exchange (NYSE) under the ticker symbol “GZT”. Approximately 56.21% of Gazit’s ordinary shares (the “Ordinary Shares”) are owned directly or indirectly by Norstar Holdings Inc. (“Norstar”), a publicly traded company listed on the Tel Aviv Stock Exchange under the ticker “NSTR”. Chaim Katzman, Chairman of the Board of Directors of Gazit, controls 48.6% of the ordinary shares of Norstar (including 19.3% of its ordinary shares held by First U.S. Financial, LLC, or FUF) and is Chairman of the Board of Norstar. Dor J. Segal, Executive Vice-Chairman of the Issuer and a Director in Norstar Holdings Inc., holds 9.6% of the outstanding shares of Norstar and Erica Ottosson (wife of Mr. Segal) holds 6.4% of the outstanding shares of Norstar. Mr. Katzman was granted an irrevocable proxy by FUF to vote, at his discretion, the shares of Norstar held by FUF. FUF is owned by Mr. Katzman, including through private entities owned by Mr. Katzman and members of his family, both directly and indirectly (51.4%); Erica Ottosson (22.6%); and Martin Klein (26%). In addition, Mr. Katzman was granted an irrevocable proxy by Erica Ottosson to vote her shares of FUF stock with respect to all matters at FUF shareholder meetings. On January 30, 2013, Mr. Katzman, together with related parties (collectively, the “Katzman Group”) and Mr. Segal, Ms. Ottosson, together with related parties (collectively, the “Segal Group”), entered into a shareholders agreement (the “Shareholders Agreement”), with respect to their outstanding shares in Norstar (see Item 6 below). Accordingly, even though Gazit’s board of directors includes a majority of independent directors, Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control Gazit. The public stockholders of Gazit own approximately 43% of the Ordinary Shares.

The name, residence or business address, present principal occupation and the name and address of any corporation or organization in which such employment is conducted and the citizenship of each of the executive officers and directors of Norstar are set forth below.


CUSIP No. 294752100						Page 20

Covered Persons with Respect to Norstar


Name, Position with Norstar & Address	Present Principal Occupation	Name and Address of Employer	Citizenship

Chaim Katzman, Chairman of the Board of Directors c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Chairman of the Board of Issuer	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	USA, Israel

Shulamit Rozen-Katzman MD; Vice-Chairman of the Board of Directors c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Medical Doctor	Shulamit Rozen-Katzman MD c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	USA, Israel

Dor J. Segal Director c/o First Capital Realty 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada	Vice-Chairman, President and Chief Executive Officer of First Capital Realty Inc.	First Capital Realty Inc. 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada	USA, Israel

Juda Erlich; Director; 18, Herzfeld Street, Kiryat Ono, Israel	Independent Accountant	Juda Erlich 18, Herzfeld Street, Kiryat Ono, Israel	Israel

Itschak Friedman; Director	CEO, Starlims Technologies Corporation	Starlims Technologies Corporation 4000 Hollywood Blvd., Ste. 333 South Hollywood, FL 33021	USA, Israel

Shmuel Messenberg; Director; 15 Hefetz Mordechai Street, Petach Tikva, Israel	Business Consultant	Shmuel Messenberg 15 Hefetz Mordechai Street, Petach Tikva, Israel	Israel

Aviad (Adi) Armoni; Director; 19 Yehuda Hanasi Street, Tel Aviv, Israel	Dean of the Business School at The College of Management Academic Studies; Head of Graduate School of Business; Chairman, founder and owner of KBIS Ltd.;	A. Bina Consultancy and Management Ltd. 19 Yehuda Hanasi Street, Tel Aviv, Israel	Israel


CUSIP No. 294752100						Page 21


Dina Ben-Ari; Director 3951 194 TR. Sunny Isles Florida 33160	Head of Friends of the IDF, Miami, Florida	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	USA, Israel

Gil Kotler; Controller c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Senior Executive Vice President and Chief Financial Officer, Issuer	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Israel

Mia Stark; Chief Administrative Officer c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Chief Administrative Officer, Norstar Holdings Inc.	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Israel

Varda Zuntz; Company Secretary c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Company Secretary, Issuer	Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Israel

Covered Persons with Respect to MGN, 1995, MGN-A and First Generation


Name, Position with MGN, 1995, MGN-A, and First Generation & Address	Present Principal Occupation	Name and Address of Employer	Citizenship

Chaim Katzman,* President and Director

Dor J. Segal,* Vice President and Director

Gil Kotler,* Chief Strategy Officer

Sean Kanov, Controller, Treasurer and Secretary c/o Gazit Group, USA 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Executive Vice President and Chief Financial Officer	Gazit Group, USA 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	USA

*	See information provided for Covered Persons with Respect to Gazit, above.


CUSIP No. 294752100						Page 22

Covered Persons with Respect to GAA


Name, Position with GAA & Address	Present Principal Occupation	Name and Address of Employer	Citizenship

Dor J. Segal,* President and Chairman, Director

Chaim Katzman,* Director

Aharon Soffer,* Director

Alex Correia, Secretary and Director	Company Secretary	First Capital Realty Inc. 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada	Canada

Covered Persons with Respect to Silver Maple and Ficus


Name, Position with Silver Maple and Ficus & Address	Present Principal Occupation	Name and Address of Employer	Citizenship

Dor J. Segal,* President and Director

Chaim Katzman,* Director

Aharon Soffer,* Director

Alex Correia,** Secretary and Director

*	See information provided for Covered Persons with Respect to Gazit, above.

**	See information provided for Covered Persons with Respect GAA, above.


CUSIP No. 294752100						Page 23

Item 3.

Source and Amount of Funds and Other Consideration.

Item 3 is amended and supplemented as follows:

MGN-A purchased 500,000 Issuer Shares for $10,600,000 on August 14, 2012 in a private placement. The source of the funds was an existing revolving credit facility.

Mr. Segal has acquired the 31,900 Shares (including 7,050 Shares held jointly with Ms. Ottosson) which he holds of record through various restricted stock grants, through bonus awards accepted in the form of Shares and through the exercise of options. Mr. Segal’s approximate net investment cost for his Shares is $0.

Item 5.

Interests in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The aggregate percentage of Shares reported beneficially owned by each Reporting Person as of the date of filing of this Schedule 13D is based upon 118,832,568 Shares issued and outstanding, as reported by the Issuer in the quarterly report for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission on November 8, 2012.

Chaim Katzman

(a)	Aggregate Number of Shares beneficially owned: 54,069,700 (45.5% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 882,186

(ii)

Shared power to vote or to direct the vote: 53,187,514

(iii)

Sole power to dispose or to direct the disposition of: 882,186

(iii)

Shared power to dispose or to direct the disposition of: 53,187,514

Mr. Katzman may be deemed to control Gazit. Of the Shares beneficially owned by Mr. Katzman as of the date of this filing:

•

Mr. Katzman has sole voting and dispositive power of 882,188 Shares held directly by him and indirectly through family trusts, which he controls (not including (i) 187,036 Shares held of record by family members and (ii) Shares issuable on exercise of 437,317 options which are currently vested and exercisable); and


CUSIP No. 294752100						Page 24

•

Mr. Katzman shares voting and dispositive authority over 9,203,134 Shares with Gazit and MGN, as such Shares are directly held by MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

•

Mr. Katzman shares voting and dispositive authority over 10,812,312 Shares with Gazit, MGN, and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

•

Mr. Katzman shares voting and dispositive authority over 18,891,997 Shares with Gazit, MGN and MGN-A, as such Shares are directly held by MGN-A, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

•

Mr. Katzman shares voting and dispositive authority over 8,893,213 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

•

Mr. Katzman shares voting and dispositive authority over 5,386,857 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

(c)	Mr. Katzman has not effected any transactions in the Shares during the past 60 days.

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Katzman.

(e)	Not applicable.

Dor J. Segal

(a)	Aggregate Number of Shares beneficially owned: 53,216,114 (44.8% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 31,900

(ii)

Shared power to vote or to direct the vote: 53,187,514

(iii)

Sole power to dispose or to direct the disposition of: 31,900


CUSIP No. 294752100						Page 25

(iv)

Shared power to dispose or to direct the disposition of: 53,187,514

Mr. Segal may be deemed to control Gazit. Of the Shares beneficially owned by Mr. Segal as of the date of this filing:

•

Mr. Segal has sole voting and dispositive power of 31,900 Shares held directly by him including (i) 7,050 Shares held jointly with Mr. Segal’s spouse, Erica Ottosson and (ii) 4,950 Shares of unvested restricted stock which Mr. Segal has the power to vote.

•

Mr. Segal shares voting and dispositive authority over 9,203,134 Shares with Gazit and MGN, as such Shares are directly held by MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control; and

•

Mr. Segal shares voting and dispositive authority over 10,812,312 Shares with Gazit, MGN, 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control; and

•

Mr. Segal shares voting and dispositive authority over 18,891,997 Shares with Gazit, MGN and MGN-A, as such Shares are directly held by MGN-A, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control; and

•

Mr. Segal shares voting and dispositive authority over 8,893,213 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control; and

•

Mr. Segal shares voting and dispositive authority over 5,386,857 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to control.

(c)	Other than 4,950 Shares that Mr. Segal received on January 1, 2013 pursuant to his compensation as a director of the Issuer, Mr. Segal has not effected any transactions in the Shares during the past 60 days.

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Segal.

(e)	Not applicable.


CUSIP No. 294752100						Page 26

Erica Ottosson

(a)	Aggregate Number of Shares beneficially owned: 53,194,564 (44.8% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 7,050

(ii)

Shared power to vote or to direct the vote: 53,187,514

(iii)

Sole power to dispose or to direct the disposition of: 7,050

(iv)

Shared power to dispose or to direct the disposition of: 53,187,514

Ms. Ottosson may be deemed to control Gazit. Of the Shares beneficially owned by Ms. Ottosson as of the date of this filing:

•

Ms. Ottosson has sole voting and dispositive power over 7,050 Shares held jointly with Mr. Segal.

•

Ms. Ottosson shares voting and dispositive authority over 9,203,134 Shares with Gazit and MGN, as such Shares are directly held by MGN, which is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control; and

•

Ms. Ottosson shares voting and dispositive authority over 10,812,312 Shares with Gazit, MGN, 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control; and

•

Ms. Ottosson shares voting and dispositive authority over 18,891,997 Shares with Gazit, MGN and MGN-A, as such Shares are directly held by MGN-A, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control; and

•

Ms. Ottosson shares voting and dispositive authority over 8,893,213 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control; and

•

Ms. Ottosson shares voting and dispositive authority over 5,386,857 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to control.

(c)	Ms. Ottosson has not effected any transactions in the Shares during the past 60 days.


CUSIP No. 294752100						Page 27

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Ms. Ottosson.

(e)	Not applicable.

Gazit

(a)	Aggregate Number of Shares beneficially owned: 53,187,514 (44.8% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 53,187,514

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 53,187,514

Of the Shares beneficially owned by Gazit as of the date of this filing:

•

Gazit shares voting and dispositive authority over 9,203,134 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, and MGN, as such Shares are held directly by MGN, a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

•

Gazit shares voting and dispositive authority over 10,812,312 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, MGN, 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

•

Gazit shares voting and dispositive authority over 18,891,997 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, MGN and MGN-A, as such Shares are held directly by MGN-A, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

•

Gazit shares voting and dispositive authority over 8,893,213 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, GAA and Silver Maple as such Shares are held directly by Silver Maple, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and


CUSIP No. 294752100						Page 28

•

Gazit shares voting and dispositive authority over 5,386,857 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, GAA and Ficus as such Shares are held directly by Ficus, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control.

(c)	Gazit has not effected any transactions in the Shares during the past 60 days.

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Gazit.

(e)	Not applicable.

MGN

(a)	Aggregate Number of Shares beneficially owned: 38,907,443 (32.7% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 38,907,443

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 38,907,443

Of the Shares beneficially owned by MGN as of the date of this filing:

•

MGN shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, and Gazit, as such Shares are held directly by MGN, MGN-A and 1995, wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

•

MGN shares voting and dispositive authority over 9,203,134 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, and Gazit, as such shares are held directly by MGN, a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control; and

•

MGN shares voting and dispositive authority over 18,891,997 Shares it beneficially owns with MGN-A, as such Shares are held directly by MGN-A, a wholly-owned subsidiary of MGN; and


CUSIP No. 294752100						Page 29

•

MGN shares voting and dispositive authority over 10,812,312 Shares it beneficially owns with 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, a wholly-owned subsidiary of MGN.

(c)	MGN has not effected any transactions in the Shares during the past 60 days.

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN.

(e)	Not applicable.

1995

(a)	Aggregate Number of Shares beneficially owned: 10,812,312 (9.1% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 10,812,312

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 10,812,312

Of the Shares beneficially owned by 1995 as of the date of this filing:

•

1995 shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, MGN and First Generation as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control

(c)	1995 has not effected any transactions in the Shares during the past 60 days.

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by 1995.

(e)	Not applicable.


CUSIP No. 294752100						Page 30

First Generation

(a)	Aggregate Number of Shares beneficially owned: 10,812,312 (9.1% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 10,812,312

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 10,812,312

Of the Shares beneficially owned by First Generation as of the date of this filing:

•

First Generation shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, MGN and 1995 as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control.

(c)	First Generation has not effected any transactions in the Shares during the past 60 days.

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by First Generation.

(e)	Not applicable.

MGN-A

(a)	Aggregate Number of Shares beneficially owned: 18,891,997 (15.9% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 18,891,997

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 18,891,997


CUSIP No. 294752100						Page 31

Of the Shares beneficially owned by MGN-A as of the date of this filing:

•

MGN-A shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit and MGN, as such Shares are held directly by MGN-A, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman, Mr. Segal, and Ms. Ottosson may be deemed to control.

(c)	MGN-A has not effected any transactions in the Shares during the past 60 days.

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN-A.

(e)	Not applicable.

GAA

(a)	Aggregate Number of Shares beneficially owned: 14,280,070 (12.0% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 14,280,070

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 14,280,070

Of the Shares beneficially owned by GAA as of the date of this filing:

•

GAA shares voting and dispositive authority over 8,893,213 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman, Mr. Segal, and Ms. Ottosson; and

•

GAA shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman, Mr. Segal, and Ms. Ottosson.

(c)	GAA has not effected any transactions in the Shares during the past 60 days.


CUSIP No. 294752100						Page 32

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by GAA.

(e)	Not applicable.

Silver Maple

(a)	Aggregate Number of Shares beneficially owned: 8,893,213 (7.5% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 8,893,213

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 8,893,213

Of the Shares beneficially owned by Silver Maple as of the date of this filing:

•

Silver Maple shares voting and dispositive authority over 8,893,213 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and GAA, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is itself a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman, Mr. Segal, and Ms. Ottosson.

(c)	Silver Maple has not effected any transactions in the Shares during the past 60 days.

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Silver Maple.

(e)	Not applicable.

Ficus

(a)	Aggregate Number of Shares beneficially owned: 5,386,857 (4.5% of the Shares).

(b)	Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0


CUSIP No. 294752100						Page 33

(ii)

Shared power to vote or to direct the vote: 5,386,857

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 5,386,857

Of the Shares beneficially owned by Ficus as of the date of this filing:

•

Ficus shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and GAA, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman, Mr. Segal, and Ms. Ottosson.

(c)	Ficus has not effected any transactions in the Shares during the past 60 days.

(d)	Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Ficus.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

Item 6 is hereby amended and supplemented as follows:

On January 30, 2013, Mr. Katzman, together with related parties (collectively, the “Katzman Group”) Mr. Segal, and Ms. Ottosson, together with related parties (collectively, the “Segal Group”), entered into a shareholders agreement (the “Shareholders Agreement”), with respect to their outstanding shares in Norstar.

The Shareholders Agreement provided that (i) each member of the Katzman Group will vote, subject to certain conditions, all of its shares and any other voting securities of Norstar over which it has voting control for the election to Norstar’s board of directors of two directors designated by the Segal Group and that (ii) each member of the Segal Group will vote all of its shares and any other voting securities of Norstar over which it has voting control for nominees to the Board of Directors as directed in writing by a representative of the Katzman Group. The Shareholders Agreement also provides that if any member of the Katzman Group or any member of the Segal Group proposes to sell, other than pursuant to an open-market transaction or a de minimis transaction (each involving less than 2% of Norstar’s outstanding stock per calendar quarter), any of its shares of Norstar, each member of the other group shall have “tag-along” rights to require their shares of Norstar’s stock be sold alongside the seller’s shares and for the same terms.


CUSIP No. 294752100						Page 34

Item 7.

Materials to be Filed as Exhibits.

Item 7 of the Initial 13D is amended and supplemented to include the following:


Exhibit No.		Description

1.		Consent and Joint Filing Statement

2.		Stockholders Agreement, dated January 30, 2013, by and among, Mr. Chaim Katzman, First US Financial LLC, Mr. Dor J. Segal, and Ms. Erica Ottosson

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


	CHAIM KATZMAN

Date: January 31, 2013	By:	/s/ Chaim Katzman

	DOR J. SEGAL

Date: January 31, 2013	By:	/s/ Dor J. Segal

	ERICA OTTOSSON

Date: January 31, 2013	By:	/s/ Erica Ottosson

	GAZIT-GLOBE, LTD.

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: Chairman

Date: January 31, 2013	By:	/s/ Varda Zuntz
		Name: Varda Zuntz
		Title: VP of Corporate Responsibility

	M G N (USA) INC.

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

Date: January 31, 2013	By:	/s/ Sean Kanov
		Name: Sean Kanov
		Title: Controller

Signature page to EQY Schedule 13D/A


	GAZIT (1995), INC.

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

Date: January 31, 2013	By:	/s/ Sean Kanov
		Name: Sean Kanov
		Title: Controller

	GAZIT FIRST GENERATION LLC

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

Date: January 31, 2013	By:	/s/ Sean Kanov
		Name: Sean Kanov
		Title: Controller

	MGN AMERICA, LLC

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

Date: January 31, 2013	By:	/s/ Sean Kanov
		Name: Sean Kanov
		Title: Controller

Signature page to EQY Schedule 13D/A


	GAZIT AMERICA, INC.

Date: January 31, 2013	By:	/s/ Dor J. Segal
		Name: Dor J. Segal
		Title: President and Chairman

Date: January 31, 2013	By:	/s/ Alex Correia
		Name: Alex Correia
		Title: Secretary

	SILVER MAPLE (2001), INC.

Date: January 31, 2013	By:	/s/ Dor J. Segal
		Name: Dor J. Segal
		Title: President

Date: January 31, 2013	By:	/s/ Alex Correia
		Name: Alex Correia
		Title: Secretary

	FICUS, INC.

Date: January 31, 2013	By:	/s/ Dor J. Segal
		Name: Dor J. Segal
		Title: President

Date: January 31, 2013	By:	/s/ Alex Correia
		Name: Alex Correia
		Title: Secretary

Signature page to EQY Schedule 13D/A

EX-99.1 2 d478424dex991.htm EXHIBIT 1 Exhibit 1

Exhibit 1

CONSENT AND AGREEMENT TO JOINT FILING

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned persons does hereby consent to and agree to jointly file with the Securities and Exchange Commission a Schedule 13D on behalf of each of them with respect to their beneficial ownership of common stock, par value $0.01 per share, of Equity One, Inc., and any future amendments thereto as may be required from time to time.

[Signature pages follow]


	CHAIM KATZMAN

Date: January 31, 2013	By:	/s/ Chaim Katzman

	DOR J. SEGAL

Date: January 31, 2013	By:	/s/ Dor J. Segal

	ERICA OTTOSSON

Date: January 31, 2013	By:	/s/ Erica Ottosson

	GAZIT-GLOBE, LTD.

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: Chairman

Date: January 31, 2013	By:	/s/ Varda Zuntz
		Name: Varda Zuntz
		Title: VP of Corporate Responsibility

	M G N (USA) INC.

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

Date: January 31, 2013	By:	/s/ Sean Kanov
		Name: Sean Kanov
		Title: Controller


	GAZIT (1995), INC.

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

Date: January 31, 2013	By:	/s/ Sean Kanov
		Name: Sean Kanov
		Title: Controller

	GAZIT FIRST GENERATION LLC

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

Date: January 31, 2013	By:	/s/ Sean Kanov
		Name: Sean Kanov
		Title: Controller

	MGN AMERICA, LLC

Date: January 31, 2013	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

Date: January 31, 2013	By:	/s/ Sean Kanov
		Name: Sean Kanov
		Title: Controller

Signature page to Consent and Agreement to Joint Filing


	GAZIT AMERICA, INC.

Date: January 31, 2013	By:	/s/ Dor J. Segal
		Name: Dor J. Segal
		Title: President and Chairman

Date: January 31, 2013	By:	/s/ Alex Correia
		Name: Alex Correia
		Title: Secretary

	SILVER MAPLE (2001), INC.

Date: January 31, 2013	By:	/s/ Dor J. Segal
		Name: Dor J. Segal
		Title: President

Date: January 31, 2013	By:	/s/ Alex Correia
		Name: Alex Correia
		Title: Secretary

	FICUS, INC.

Date: January 31, 2013	By:	/s/ Dor J. Segal
		Name: Dor J. Segal
		Title: President

Date: January 31, 2013	By:	/s/ Alex Correia
		Name: Alex Correia
		Title: Secretary

Signature page to Consent and Agreement to Joint Filing

EX-99.2 3 d478424dex992.htm EXHIBIT 2 Exhibit 2

Exhibit 2

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of January 30, 2013 (the “Effective Date”), by and among (A) Mr. Chaim Katzman, from 3872NE 199ter Aventure FL 33180 (on his behalf and/or on behalf of private entities owned by him and/or any of his immediate family members and/or entities or trusts acting for the benefit of him and/or of any of his immediate family members) (“Katzman”) and First US Financial LLC, a Nevada corporation from with Adv. Alan Marcus, Aventura Title Insurance Corporation, Aventura Corporate Center, 20803 Biscayne Boulevard, Suite 301, Aventura Florida 33180, USA owned by Katzman, Ottoson (as defined below) and Mr. Martin Klein and controlled by Katzman (“FUF”; Katzman and FUF collectively referred to herein as the “Katzman Group”); (B) Mr. Dori Segal, from 85 Hanna Avenue, Suite 400, Toronto ,ON, M6K 3S3, Canada , (on his behalf and/or on behalf of private entities owned by him and/or any of his immediate family members and/or entities or trusts acting for the benefit of him and/or of any of his immediate family members) (“Segal”) and Mrs. Erica Ottoson, from 85 Hanna Avenue, Suite 400, Toronto ,ON, M6K 3S3, Canada, (on her behalf and/or on behalf of private entities owned by her and/or any of her immediate family members and/or entities or trusts acting for the benefit of her and/or of any of her immediate family members) (“Ottoson”; Segal and Ottoson collectively referred to as “Segal Group”). Katzman Group and Segal Group are collectively referred to herein as “Parties” or the “Stockholders” and each individually as a “Party” or as a “Stockholder.” Capitalized terms used herein are defined in Section 6 hereof.

Whereas Katzman Group is the controlling shareholder of Norstar Holdings Inc. a Panamanian corporation, which securities are listed for trading on the Tel-Aviv Stock Exchange (“Norstar” or the “Company”); and

Whereas each of Segal and Ottoson are Principal Shareholders (as such term is defined under the Israeli Securities Law 5728-1968) of Norstar; and

Whereas in light of, among other things, recent regulatory changes, including the proposed law to Promote Competition and Reduce Concentration, 2012, with its expected implications on Norstar and the Stockholders, pursuant to its current holdings structure, the Parties hereto wish to enter into a Stockholders Agreement and accept the rights and obligations created pursuant hereto in connection with their holdings in Norstar as of the Effective Date;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement hereby agree as follows:

Board of Directors:

(a)

The Parties hereto agree that for as long as this agreement shall remain in full force and effect, the Parties shall exercise their voting power in Norstar in a manner that the Board of Directors of the Company shall be comprised of a majority of “Independent Directors” LOGO

, as such term is defined in the Israeli Companies Law (the “Independent Directors”), such majority to include the External Directors - “Dachazim” - nominated in accordance with the provisions of the Companies Law which are applicable to Norstar (the “External Directors”). The Parties undertake that the Independent Directors so appointed, other than the External Directors, shall not be Israeli Residents.

(b)

Each member of the Katzman Group will vote all of its Stockholder Shares and any other voting securities of Norstar over which it has voting control for the election to Norstar’s board of directors (“Board”) of two directors designated by the Segal Group (the “Segal Group Directors’’), provided that (i) one of such designees shall be an Independent Director, and (ii) for as long as Chaim Katzman is alive and has not been declared “legally incompetent” by any relevant court in the United States, such designee for Independent Director shall be reasonably acceptable to Chaim Katzman and shall have all required qualifications under any applicable law. In the event that Chaim Katzman determines that any such designee is not acceptable to it, Chaim Katzman shall notify Segal Group in writing of such determination, including the basis therefore, and Segal Group shall be entitled to designate a replacement nominee who shall be subject to approval by Chaim Katzman as provided in this Section 1(b).

(c)

Each member of the Segal Group will vote all of its Stockholder Shares and any other voting securities of Norstar over which it has voting control for nominees to the Board of Directors as directed in writing by a representative of the Katzman Group, including External Directors (and shall vote against any other nominee to the Board), subject to the provisions of Section 1(a).

(d)

At the date hereof, Norstar’s Board of Directors is made up of eight members, of which three members are Independent Directors, and shall be deemed appointed by the Katzman Group. The Segal Group shall be entitled to appoint its Independent Director designee at any time as the ninth Board member, in accordance with the provisions of Norstar’s Articles of Association.

Tag-Along Rights.

(a)

If any member (in this Section 2, the “Selling Stockholder”) of the Katzman Group or any member of the Segal Group proposes to sell, other than pursuant to an open-market transaction or a de minimis transaction (each involving less than 2% of Norstar’s outstanding stock per calendar quarter), any of its Stockholder Shares, it may only make such sale after complying with the provisions of this Section 22. First, the Selling Stockholder shall give to each member of the other group (the “Offeree”) a notice (an “Offer Notice”) allowing each member of the other group to participate, with respect to a number of Stockholder Shares equal to the Tag-Along Amount (as defined in Section 2(b) below), in such sale by the Selling Stockholder, and for the same per share consideration. The Offer Notice shall specify the following information: (i) the number of shares that the Selling Stockholder proposes to sell or transfer (the “Tag Along Shares”) and the Tag-Along Amount (as defined in section 2(b) below); and (ii) the price that the Selling Stockholder will receive in respect of the Tag Along Shares, which shall be stated in cash, and the requested terms of payment thereof; (iii) the proposed date for sale of the Tag Along Shares; and (iv) the identity of the proposed third party purchaser. The Offerees shall have the right for a period of 10 Days after the Offer Notice is given (the “Acceptance Period”), to accept such offer in whole or in part, exercisable by delivering a written notice (the “Acceptance Notice”) to the Selling Stockholder within the Acceptance Period, stating therein the number of shares of Common Stock to be sold by the Offerees to the proposed transferee, provided however that the number of Common Shares that the Offerees shall be entitled to sell shall not be greater than the Tag Along Amount (as defined in section 2(b) below). Prior to the earlier of (i) the end of the Acceptance Period or (ii) the acceptance or rejection of the Selling Stockholder’s offer, as the case may be, by the Offerees, the Selling Stockholder shall not complete any sale of shares of Common Stock. Notwithstanding the aforesaid provisions, in the event that the Selling Stockholder is a member of the Segal Group, and any member of the Katzman Group decides to exercise the Tag Along Rights granted hereunder, and such member is still subject to the Hapoalim Tag Along Agreement (as defined below in Section 2(b), then the periods of time set forth above shall be deemed amended to accommodate the Hapoalim Tag Along Agreement.

-2-

(b)

For purposes of this Section 2, the “Tag-Along Amount” shall mean a number of Stockholder Shares determined (i) on a pro-rata basis based upon the Katzman Group’s and the Segal Group respective relative ownership of Stockholder Shares vis-a-vis one another (the “Tag Along Ratio”), or (ii) in the event that Tarshish – Holdings and Investments Hapoalim Ltd. (“Hapoalim”) decide to exercise the tag along rights granted to them in respect of Norstar’s shares by Katzman and FUF pursuant to that certain agreement dated July 17, 2011 (the “Hapoalim Tag Along Agreement”), then the Tag Along Amount shall be calculated by applying the Tag Along Ratio to the number of Tag Along Shares to be sold by the Katzman Group after deducting there from the number of Stockholder Shares to be sold by Hapoalim after exercising their Tag Along rights.

(c)

In the event that an Offeree elects to participate in the sale set forth in the Offer Notice by delivering an Acceptance Notice during the Acceptance Period, then for a period of 120 days following the Acceptance Period the Selling Stockholder may sell its Stockholder Shares for consideration not less than 95% of the consideration stated in the Offer Notice, and on other terms no less favorable to the Selling Stockholder than those set forth in the Offer Notice; provided that the transferee shall simultaneously purchase the number of shares of Common Stock as calculated above from accepting Offerees, as the case may be. In the event that the Offerees do not elect to participate in the sale set forth in the Offer Notice, then for a period of 120 days following the Acceptance Period, the Selling Stockholder may sell the Stockholder Shares it proposed to sell in the Offer Notice, to the third party purchaser specified in the Offer Notice, for consideration not more than 105% of the consideration stated, and on other terms no more favorable to the Selling Stockholder than those set forth in the Offer Notice.

(d)

A proposed change in control of a member of Katzman Group that holds Stockholder Shares, following which Mr. Chaim Katzman and/or his immediate family members will not control such group member nor be the exclusive beneficiary of such group member, will be considered a sale of such Stockholder Shares (a “Deemed Katzman Sale”) that is subject to this Section 2. If such group member has assets and/or liabilities in addition to Stockholder Shares (such that the sale price of the interests in such group member may not be determinative of the sale price of the Stockholder Shares held by such group member), then the per share consideration applicable to the Deemed Katzman Sale for purposes of this Section 2 shall be as mutually agreed by the parties hereto in good faith; provided, that if the parties hereto are unable to agree on such per share consideration within 5 Business Days after the delivery of the Offer Notice, the per share consideration shall be determined by an independent investment bank mutually agreed upon by the parties hereto in good faith and the Acceptance Period shall be extended until 5 Business Days after the per share consideration is determined by such independent investment bank. The provisions of the Section 2(d) shall apply, mutatis mutandis, to the Segal Group, and any proposed change in control of a member of Segal Group that holds Stockholder Shares, following which Mr. Dori Segal and/or his immediate family members or Mrs. Erica Ottoson and/or her immediate family members will not control such group member.

-3-

(e)

The tag-along rights set forth in this Section 2 shall not apply to any shares of Common Stock pledged or to be pledged by any party hereto as security for a bona fide loan (any such currently or future pledged shares, the “Pledged Shares”) that are foreclosed upon or sold by the lender with respect to such loan, and each Party undertakes to execute and sign any and all documents reasonably required by any such lender in connection therewith.

(f)

For the avoidance of doubt, the sale, assignment or transfer of shares by any Party pursuant to the terms of Section 10(a) below shall not be subject to the tag-along rights set forth in this Section 2.

3. Attribution of Holdings. For purposes of calculating the holdings of Katzman Group and of Segal Group under Section 1 above, the shares of Norstar owned by FUF shall be attributed to the Stockholders pro rata to their respective ownership in FUF, as such ownership may be at the time of attribution, and shall be added to the shares in Norstar owned directly by such Stockholder.

4. Confidentiality. All materials and information obtained by any Stockholder pursuant to this Agreement or otherwise delivered by one Stockholder to any other Stockholder shall be kept confidential and shall not be disclosed to any third party except (a) as has become generally available to the public (other than through disclosure by such Stockholder in contravention of this Agreement), (b) to such Stockholder’s directors, officers, trustees, partners, employees, agents and professional consultants on a need to know basis, , (c) to any person or entity to which such Stockholder offers to sell or transfer any shares of Common Stock, provided, that the prospective transferee shall agree to be bound by the provisions of this Section 4, (d) in any report, statement, testimony or other submission to any governmental authority having or claiming to have jurisdiction over such Stockholder, or (f) in order to comply with any law, rule, regulation or order applicable to such Stockholder, or in response to any legal process or formal or informal investigative demand issued to such Stockholder in the course of any litigation, investigation or administrative proceeding.

5. Conflicting Agreements. No Stockholder shall act, for any reason, as a member of a group or in concert or enter into any agreement or arrangement with any other person in connection with the acquisition, disposition or voting of Stockholder Shares in any manner which is inconsistent with the provisions of this Agreement.

6. Definitions.

“Business Day” means any day on which banks are open for business in the city of New York.

“control” as defined under the Israeli Securities Law 5728-1968.

“Common Stock” means (i) Norstar’s common stock, par value $1 per share; and (ii) any securities issued or issuable with respect to the capital stock referred to in clause (i) above by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization; and (iii) any Norstar’s common stock issued upon the exercise or conversion of any warrants or convertible debentures or any other securities convertible into or exchangeable for shares of common stock of Norstar.

“Stockholder(s)” shall have the meaning as set forth in the preamble and shall include their permitted successors and assigns.

-4-

“Stockholder Shares” means any Common Stock owned by, or attributed to, from time to time, a Stockholder.

7. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment, termination or waiver is approved in writing by each of the parties to this Agreement. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

8. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

9. Entire Agreement. This document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. For the avoidance of doubt, this Agreement shall not affect, limit or otherwise modify the provisions of the following documents: (i) the Irrevocable Proxy and Power of Attorney granted to Mr. Chaim Katzman by FUF on April 4 2004; (ii) the agreement between M. Chaim Katzman, Mrs. Erica Ottoson and FUF dated April 4 2004 with respect to their holdings in FUF; and (iii) the Irrevocable Proxy and Power of Attorney granted to Mr. Chaim Katzman by Mrs. Erica Ottoson pursuant to the agreement referred-to in the preceding paragraph (ii).

10. Successors and Assigns; Transfers of Common Stock; Transfers of Interests in Subsidiaries; Assignment of Rights.

(a)

Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any Party hereto without the prior consent of the other parties, provided, however, that any Party hereto (an “Assignor”) may assign its rights and obligations hereunder to another person (which term shall include any entity) (an “Assignee”) that is controlled by or under common control with the Assignor; provided, that the Assignee agree in writing to be subject to the terms and conditions of this Agreement to which the Assignor was subject and the relevant definition of such party shall be modified to include such Assignee therein. In addition, any transfer of Stockholder Shares by any Party to another person (which term shall include any entity) that is controlled by or under common control with such transferring Party shall be subject to such transferee’s agreement in writing to be subject to the terms and conditions of this Agreement, and the relevant definition of such Party shall be modified to include such transferee therein.

(b)

This Agreement shall bind and inure to the benefit of and be enforceable by the Stockholders and the respective successors and permitted assigns of each of them, so long as they hold Stockholder Shares.

11. Counterparts. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

-5-

12. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, mailed, sent by reputable courier service, or faxed to any recipient at the address indicated in Section 13 below, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when delivered personally, three Business Days after deposit in the U.S. mail, one Business Day after deposit with a reputable overnight courier service and one Business Day after receipt of fax confirmation.

13. Representative.

(a)

Any decisions, consents, agreements, notices or communications required in connection with this Agreement by any member of the Katzman Group shall be made, written or delivered by its representative, Mr. Chaim Katzman, to the address detailed below, and the Parties hereto shall be entitled to rely on the decisions, consents, agreements, notices or communications from Mr. Katzman without further action from any other member of the Katzman Group.

Mr. Chaim Katzman:

Address: 3872NE 199ter Aventure FL 33180, USA

Fax: +1(305)947-1734

(b)

Any decisions, consents, agreements, notices or communications required in connection with this Agreement by any member of the Segal Group shall be made, written or delivered by its representative, Mr. Dori Segal, with copy to Ottoson, to the address detailed below, and the Parties hereto shall be entitled to rely on the decisions, consents, agreements, notices or communications from Mr. Segal without further action from any other member of the Segal Group.

Mr. Dori Segal:

Address: 85 Hanna Avenue, Suite 400, Toronto, ON, M6K 3S3, Canada

Fax: +1 (416) 941-1655

Mrs. Erica Ottoson:

Address: 85 Hanna Avenue, Suite 400, Toronto, ON, M6K 3S3, Canada

Fax: +1 (416) 941-1655

14. Governing Law; Consent to Jurisdiction. This Agreement will be construed and interpreted in accordance with and governed by the laws of the State of Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts located in Dade County, Florida, in connection with any suit, action or other proceeding arising out of or relating to this Agreement and the transactions contemplated hereby, and hereby agree not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced by such courts.

15. Term and Renewal.

(a)

This Agreement shall stay in effect until the earlier to occur of (i) the lapse of seven (7) years as of the Effective Date (the “Term”), or (ii) the Segal Group owns less than 10% of Norstar’s total outstanding voting capital stock, on a fully-diluted basis, for 90 consecutive days, or (iii) the Katzman Group owns less than 20% of Norstar’s total outstanding voting capital stock on a fully-diluted basis, for 90 consecutive days,

-6-

(b)

One year prior to the end of the Term, and provided this Agreement is still in effect at such time, the Parties shall inform each other in writing of their intention to renew this Agreement. If the Parties shall reach agreement on such renewal, this Agreement shall be extended for an additional period of three years from the end of the Term (the Extended Term”). The provisions of this Section 15(b) shall apply to each additional extension of this Agreement, mutatis mutandis, such that one year prior to the end of each Extended Term, the Parties may agree on an additional three year extension of this Agreement.

* * * *

(signatures on following page)

IN WITNESS WHEREOF, the par^ties hereto have executed this Agreement on the day and year first above written

KATZMAN GROUP:


/s/ Chaim Katzman
Mr. CHAIM KATZMAN

FIRST US FINANCIAL LLC
By:		/s/ Chaim Katzman
Name: Mr. Chaim Katzman

SEGAL GROUP:

/s/ Dor J. Segal

MR. DOR J. SEGAL

/s/ Erica Ottosson

MRS. ERICA OTTOSON

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