-----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, RcSpZcfYXI79KfE/sCNzmFmd9QL1RpyQlD5bXgDakPB0sCNU14U+d/fL9SRfMmzS 6wrLB4wyhXn6C39tXQSdrQ== 0000950123-98-000468.txt : 19980123 0000950123-98-000468.hdr.sgml : 19980123 ACCESSION NUMBER: 0000950123-98-000468 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980122 SROS: NONE GROUP MEMBERS: AVRAHAM LIVNAT LTD GROUP MEMBERS: CARMEN MANAGEMENT AND ASSETS GROUP MEMBERS: EQUITAL LTD GROUP MEMBERS: ISAEL CREDIT LINES GROUP MEMBERS: JOEL JERUSALEM OIL GROUP MEMBERS: NAPHTA ISRAEL PETROLEUM GROUP MEMBERS: NAPTHA HOLDING LTD GROUP MEMBERS: UNITED KINGSWAY LTD GROUP MEMBERS: YHK INVESTMENT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISRAMCO INC CENTRAL INDEX KEY: 0000719209 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 133145265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40388 FILM NUMBER: 98510860 BUSINESS ADDRESS: STREET 1: 1770 ST JAMES PL STREET 2: STE 1006 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 2126050417 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITAL LTD CENTRAL INDEX KEY: 0001048140 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6 GRANT ST KIRYAT ARI PETACH TIKVA STREET 2: P O BOX 10188 CITY: PETACH TIKVA ISRAEL ZIP: 49222 BUSINESS PHONE: 01197239229225 MAIL ADDRESS: STREET 1: 6 GRANT ST KIRYAT ARI PETACH TIKVA STREET 2: P O BOX 10188 CITY: PETACH TIKVA ISRAEL ZIP: 49222 SC 13D/A 1 AMENDMENT #7 TO SCHEDULE 13D 1 Amendment #7 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) ISRAMCO, INC. (Name of Issuer) Common Stock par value $.01 per share (Title of Class of Securities) 465141109 (CUSIP Number) Martin Mushkin Pomeranz Gottlieb & Mushkin, LLC 205 Lexington Avenue - 16th Floor New York, NY 10016 212-779-4233 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 26, 1997 (Date of Event with Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d.1(b) (3) or (4), check the following box: [ ] Check the following box if a fee is being paid with the statement: [ ] 2 Amendment #7 CUSIP No. 465141109 (See Schedule A) 1) Name of Reporting Person Naptha Holding Ltd. S.S. or I.R.S. Identification No. (Intentionally of Above Person Omitted) 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Israel 7) Sole Voting Power 15,766,225 shares Number of Shares 8) Shared Voting Power -0- Beneficially Owned by Reporting Person with 9) Sole Dispositive Power 15,766,225 shares 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially 15,766,225 shares Owned By Each Reporting Person 12) Check box if the Aggregate Amount [ ] in Row(11) Excludes Certain Shares 13) Percent of Class Represented by 49.9% 14) Type of Reporting Person CO 1 3 Amendment #7 CUSIP No. 465141109 (See Schedule B) 1) Name of Reporting Person Naphtha Israel Petroleum Corporation Ltd. S.S. or I.R.S. Identification No. (Intentionally of Above Person Omitted) 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Israel 7) Sole Voting Power -0- Number of Shares 8) Shared Voting Power -0- Beneficially Owned by Reporting Person with 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially -0- Owned By Each Reporting Person 12) Check box if the Aggregate Amount [ ] in Row(11) Excludes Certain Shares 13) Percent of Class Represented by N/A 14) Type of Reporting Person CO 2 4 Amendment #7 CUSIP No. 465141109 (See Schedule C) 1) Name of Reporting Person J.O.E.L. Jerusalem Oil Exploration Ltd. S.S. or I.R.S. Identification No. (Intentionally of Above Person Omitted) 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds N/A 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Israel 7) Sole Voting Power -0- Number of Shares 8) Shared Voting Power -0- Beneficially Owned by Reporting Person with 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially -0- Owned By Each Reporting Person 12) Check box if the Aggregate Amount [ ] in Row(11) Excludes Certain Shares 13) Percent of Class Represented by N/A 14) Type of Reporting Person CO 3 5 Amendment #7 CUSIP No. 465141109 (See Schedule D) 1) Name of Reporting Person Equital Ltd. (formerly known as Pass-Port Ltd.) S.S. or I.R.S. Identification No. (Intentionally of Above Person Omitted) 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds N/A 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Israel 7) Sole Voting Power -0- Number of Shares 8) Shared Voting Power -0- Beneficially Owned by Reporting Person with 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially -0- Owned By Each Reporting Person 12) Check box if the Aggregate Amount [ ] in Row(11) Excludes Certain Shares 13) Percent of Class Represented by N/A 14) Type of Reporting Person CO 4 6 Amendment #7 CUSIP No. 465141109 (See Schedule F) 1) Name of Reporting Person Israel Credit Lines Complementary Financial Services Ltd. S.S. or I.R.S. Identification No. (Intentionally of Above Person Omitted) 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds N/A 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Israel 7) Sole Voting Power -0- Number of Shares 8) Shared Voting Power -0- Beneficially Owned by Reporting Person with 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially -0- Owned By Each Reporting Person 12) Check box if the Aggregate Amount [ ] in Row(11) Excludes Certain Shares 13) Percent of Class Represented by N/A 14) Type of Reporting Person CO 5 7 Amendment #7 CUSIP No. 465141109 (See Schedule K) 1) Name of Reporting Person United Kingsway Ltd. S.S. or I.R.S. Identification No. (Intentionally of Above Person Omitted) 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds N/A 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Nassau, Bahamas 7) Sole Voting Power -0- Number of Shares 8) Shared Voting Power -0- Beneficially Owned by Reporting Person with 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially -0- Owned By Each Reporting Person 12) Check box if the Aggregate Amount [ ] in Row(11) Excludes Certain Shares 13) Percent of Class Represented by N/A 14) Type of Reporting Person CO 6 8 Amendment #7 CUSIP No. 465141109 (See Schedule L) 1) Name of Reporting Person YHK Investment LP S.S. or I.R.S. Identification No. (Intentionally of Above Person Omitted) 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds [AF] 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Israel 7) Sole Voting Power -0- Number of Shares 8) Shared Voting Power -0- Beneficially Owned by Reporting Person with 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially -0- Owned By Each Reporting Person 12) Check box if the Aggregate Amount [ ] in Row(11) Excludes Certain Shares 13) Percent of Class Represented by -0- 14) Type of Reporting Person PN 7 9 Amendment #7 CUSIP No. 465141109 (See Schedule M) 1) Name of Reporting Person Carmen Management and Assets (1997) Ltd. S.S. or I.R.S. Identification No. (Intentionally of Above Person Omitted) 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds N/A 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Israel 7) Sole Voting Power -0- Number of Shares 8) Shared Voting Power -0- Beneficially Owned by Reporting Person with 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially -0- Owned By Each Reporting Person 12) Check box if the Aggregate Amount [ ] in Row(11) Excludes Certain Shares 13) Percent of Class Represented by N/A 14) Type of Reporting Person CO 8 10 Amendment #7 CUSIP No. 465141109 (See Schedule N) 1) Name of Reporting Person Avraham Livnat Ltd. S.S. or I.R.S. Identification No. (Intentionally of Above Person Omitted) 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds N/A 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Israel 7) Sole Voting Power -0- Number of Shares 8) Shared Voting Power -0- Beneficially Owned by Reporting Person with 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially -0- Owned By Each Reporting Person 12) Check box if the Aggregate Amount [ ] in Row(11) Excludes Certain Shares 13) Percent of Class Represented by N/A 14) Type of Reporting Person CO 9 11 Amendment #7 The Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on September 20, 1995, 1. as amended by Amendment No. 1 filed with the Commission on January 20, 1996, 2. as amended by Amendment No. 2 filed with the Commission on or about March 27, 1996, 3. as amended by Amendment No. 3 filed with the Commission on or about November 27, 1996, 4. as amended by Amendment No. 4 filed with the Commission on February 12, 1997, 5. as amended by Amendment No. 5 filed with the Commission on May 12, 1997, and 6. as amended by Amendment No. 6 filed with the Commission on October 10, 1997, manually, and October 21, 1997 electronically. (collectively the "Schedule 13D") relating to the common stock, par value $.01 per share, of Isramco, Inc. are hereby amended by adding the information set forth below. All capitalized terms herein have the meaning ascribed to them in Schedule 13D. This amendment is filed by, and United Kingsway Ltd. ("Kingsway"), Israel Credit Lines Complementary Financial Services Ltd ("Complementary"), Avraham Livnat Ltd., Carmen Management and Assets (1997) Ltd. ( Carmen Management"),, YHK Limited Partnership ("YHK") YHK General Managers, Ltd. ("YHK Managers") and Naptha Holding Ltd. ("Holding"). ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Schedule 13D relates is the Common Stock, par value $.01 per share, ("shares") of Isramco, Inc., a Delaware corporation (the "Issuer"). In December, 1997, the principal executive office of the Issuer is at: 1770 St. James Place, Ste 607, Houston, TX 77056. ITEM 2. IDENTITY AND BACKGROUND. As reported more fully in Amendment No. 5 to the Schedule 13D, Kingsway and Complementary formed Y.H.K. Investment LP ("YHK"). YHK controls Equital Ltd. ("Equital") and through the chain shown in the annexed Chart of Ownership, it controls Isramco. CHANGE IN REPORTING PERSONS On August 5, 1997, Complementary transferred a 9% interest in each of YHK and YHK Managers to Kingsway. On October 28, 1997, Complementary transferred a 26% interest in of each of YHK and YHK Managers to Carmen Management. The two transfers constituted a transfer of all of Complementary's interests in YHK and YHK Managers. YHK General Managers is the general partner of YHK. Carmen Management is controlled by Avraham Livnat Ltd. Consequently, Complementary (and David Yayni) are no longer in the chain of ownership having been replaced by Avraham Livnat Ltd. and Carmen Management. Carmen Management is an Israeli corporation, formed for the purpose of investing in various companies. Avraham Livnat Ltd. is an Israeli company formed to hold Livnat interests. PURCHASE OF SHARES ON THE OPEN MARKET On December 26, 1997, Holding purchased 892,000 shares of the Issuer (the "Shares") for $808,152, an average price of $0.906 per share. This changed the percentage of ownership of the Issuer's shares by the reporting persons to 49.9%, assuming the exercise by Holding of warrants it holds to purchase 5, 000,000 shares of Isramco. PRINCIPAL PLACES OF BUSINESS The principal place of business of Naptha Holding Ltd. ("Holding"), J.O.E.L. Jerusalem Oil Exploration Ltd. ("J.O.E.L."), and Equital Ltd. ("Equital") is 8, Granit Street, Kiryat Arie, Box 10188, Petach-Tikva, Israel 49222. The principal place of business of Carmen Management is 18 Hazayit St., Karmey Yossef, Israel, 99797. The principal place of business of Avraham Livnat, Ltd. is 18 Hazayit St., Karmey Yossef, Israel 99797. 10 12 Amendment #7 The filing of this Schedule 13D does not constitute an admission by any of the persons making this filing that such person are a "group" for purposes of Section 13(d)(3) of the Act. The Reporting Persons deny that they should be deemed to be such a "group" and such persons are making this filing only because they may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. During the last five years, none of the Reporting Persons, nor any of their officers and directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons, nor any of their officers and directors, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Holding used its working capital to purchase the 892,000 shares. Carmen Management financed its purchase of its interests in YHK and YHK Managers through a loan from Israeli Discount Bank pursuant to which it pledged its shares of YHK and YHK Managers and its interests in those companies. ITEM 4. PURPOSE OF THE TRANSACTION. The purchase of the Shares was made by Holding because it deemed the shares to be underpriced on the open market. The transaction pursuant to which Carmen Management acquired its interests in YHK and YHK Managers was part of a larger transaction in which the Livnat interests acquired portions of the interests previously controlled by Complementary. As part of that series of transactions, Carmen Management purchased its interest in YHK and YHK Managers to resume its position in the chain of ownership and in the economic interests of the companies in that chain. See original Schedule 13D filing and prior amendments. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number and percentage of the class of securities being reported on here beneficially owned by the Reporting Persons is 15,766,225 shares which is 49.9% of the outstanding shares assuming the exercise of all of the warrants to held by Holding (the "Shares"). The other persons who, together with the persons named in Item 2, comprise a group with the meaning of Section 13(d)(3) of the Act are indirect beneficial owners of these Shares. (b) All power to vote the Shares is vested in Holding. (c) From time to time, the persons making this report may acquire additional securities of Isramco in the ordinary course of their business in market transactions. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. 11 13 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 15-Power of Attorney (changing the persons granted that power and adding Carmen Management and Avraham Livat Ltd. to the persons granting the power). 12 14 Amendment #7 CHART OF OWNERSHIP ------------------- AVRAHAM LIVNAT LTD. ------------------- | | 100% \|/ -------------------------- ---------------------- UNITED KINGSWAY LTD CARMEN MANAGEMENT AND (CONTROLLED BY HAIM TZUFF) ASSETS (1997) LTD. -------------------------- ---------------------- | | 74% | 26% | | \ \|/ ------------------------------------------ / Y.H.K. LIMITED PARTNERSHIP(ISRAEL) --------------------------------- | 42.3% | \|/ --------------------------------- EQUITAL LTD (FORMERLY KNOWN AS PASS-PORT LTD) --------------------------------- | /|\ 43.4% | | 9.6% \|/ | ---------------------------------/ J.O.E.L. LTD ----------- ---------------------------------\ | | | 86.6% | | \|/ | --------------------------------- | ----- NAPHTHA ISRAEL PETROLEUM CORP LTD | | --------------------------------- | | | | | | | 100% | | 5.5% | \|/ | |2.6% --------------------------------- | | NAPHTHA HOLDING LTD | | --------------------------------- | | | | | 47.3% (1) | | | \|/ | | \ --------------------------------- | ------- ISRAMCO INC. --------- / --------------------------------- | | \|/ --------------------------------- ISRAMCO OIL AND GAS LTD GENERAL PARTNER --------------------------------- | | \|/ ------------------------------------ ISRAMCO NEGEV 2 LIMITED PARTNERSHIP ------------------------------------ ____________ (1) Assuming exercise of all warrants. 13 15 Amendment #7 EXHIBIT 11 SIGNATURES AND JOINT FILING AGREEMENT Each of the undersigned hereby agrees that the Schedule 13D with respect to the common stock, par value $.01 per share, of Isramco, Inc. (to which this Agreement is attached as EXHIBIT 10), and all subsequent amendments, may be filed on behalf of each such person. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 13, 1998 NAPTHA HOLDING LTD. ("HOLDING") Schedule A NAPHTHA ISRAEL PETROLEUM CORPORATION LTD. ("Naphtha") Schedule B J.O.E.L. JERUSALEM OIL EXPLORATION LTD. ("J.O.E.L.") Schedule C EQUITAL LTD. ("Equital") Schedule D ISRAEL CREDIT LINES COMPLEMENTARY FINANCIAL SERVICES LTD. Schedule F UNITED KINGSWAY LTD. ("United") Schedule K YHK INVESTMENT LIMITED PARTNERSHIP ("YHK") Schedule L CARMEN MANAGEMENT AND ASSETS (1997) LTD. Schedule M AVRAHAM LIVNAT LTD. Schedule N
By: /s/ --------------------------------------------------- Pinchas Pinchas, Attorney in Fact See powers of attorney filed with prior Amendments. 14 16 EXHIBIT INDEX Exhibit No. Description 15 Power of Attorney (changing the persons granted that power and adding Carmen Management and Avraham Livat Ltd. to the persons granting the power). EX-99.15 2 POWER OF ATTORNEY 1 Amendment #7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person or entity whose signature appears below constitutes and appoints Pinchas Pinchas, Yossi Levy and ______________ and each of them, its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign any and all amendments to this Statement on Schedule 13D and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. This power of attorney may be signed in counterparts. As of January 8, 1998 NAPTHA HOLDING LTD. ("HOLDING") by -------------------------------------------- an authorized officer Schedule A NAPHTHA ISRAEL PETROLEUM CORPORATION LTD. Schedule B by -------------------------------------------- an authorized officer J.O.E.L. JERUSALEM OIL EXPLORATION LTD. Schedule C by -------------------------------------------- an authorized officer EQUITAL LTD. Schedule D by -------------------------------------------- an authorized officer UNITED KINGSWAY LTD. Schedule K by -------------------------------------------- an authorized officer YHK INVESTMENT LIMITED PARTNERSHIP Schedule L by Y.H.K. General Managers, Ltd., General Partner by -------------------------------------------- an authorized officer of the General Partner CARMEN MANAGEMENT AND ASSETS (1997) LTD. Schedule M by /s/Avraham Livnat -------------------------------------------- an authorized officer AVRAHAM LIVNAT LTD. Schedule N by /s/Avraham Livnat -------------------------------------------- an authorized officer
15 2 Amendment #7 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF NAPTHA HOLDING LTD. ("HOLDING")
Name Title Address - ---- ----- ------- Jackob Maimon Director 10 Izack Sade Street Petach-Tikva Yossi Levy Director 5 Mishmar Hashlosha Street Rishon Letzion
16 3 Amendment #7 SCHEDULE B DIRECTORS AND EXECUTIVE OFFICERS OF NAPHTHA ISRAEL PETROLEUM CORP. LTD.
Name Title Address - ---- ----- ------- Jackob Maimon Chairman of the Board 10 Izack Sade Street Netach-Tikva Yossi Levy General Manager 5 Mishmar Haslosha Street Rishon Letzion Pinchas Pinchas Comptroller 82b Katz Street Petach-Tikva Anat Riner(1) Director 154 Rotshild Street Petach-Tikva Meir Avrahami(2) Director 6 Rhash Street Hadera ReviveTal Ltd. Director(2) 8 Granit Street Kiryat Arie Petach-Tikva 49222 Revive Gal Ltd. Director(2) 8 Granit Street Kiryat Arie Petach-Tikva 49222 Revive Ad Ltd. Director(2) 8 Granit Street Kiryat Arie Petach-Tikva 49222 Revive Dan Ltd. Director(2) 8 Granit Street Kiryat Arie Petach-Tikva 49222
- ------------------- (1) Citizen of Israel (2) Company fully owned by J.O.E.L. These companies are all organized under Israeli law, and were established to hold directorships. 17 4 Amendment #7 SCHEDULE C DIRECTORS AND EXECUTIVE OFFICERS OF J.O.E.L. JERUSALEM OIL EXPLORATION LTD. MICHAL MALCAH Director 5 Kasani Street, Ramat Aviv, Tel Aviv, Israel Advocate ARIEH PERL Director 41 Alexander Zeid Street, Naveh Oz, Petach Tikva, Israel Manager of several companies; director of Polygon Co., a textile company BARUCH KIRSHSTEIN Director 10 Alfassi Street, Jerusalem, Israel General Manager of B. Kirsharein Ltd. MOSHE MITELMAN, Ph.D. Director 39 Dibell Reoven Street Petach-Tikva DAVID DAVID General Manager 7 Tidhar Street, Ramat-Efal PINCHAS PINCHAS Comptroller 82B Katz Street, Petach-Tikva ANMON ARGAMAN, CPA Internal Auditor BORDOSTONE LTD. Director(1) 8 Granit Street, Kiryat Arie, Petach-Tikva - ----------------- (1) Fully owned by YHK General Managers Ltd. All of these companies are organized under Israeli law, and were established to hold directorships 18 5 Amendment #7 SCHEDULE D DIRECTORS AND EXECUTIVE OFFICERS OF EQUITAL LTD. MICHAEL VALDAN Director 35 Burla Street, Tel-Aviv, Israel Advisor in the field of chemistry and petro-chemistry in Israel and abroad DR. ESTI BAT Director 2 Dow Gruner, Herzliya, Israel Marketing Manager, Lecturer at the Tel-Aviv University MICHAEL GUTMAN General Manager PINCHAS PINCHAS Comptroller 82B Katz Street, Petach Tikva, Israel BLACKSTONE LTD. Director 8 Granit Street, Kiryat Arie, Petach-Tikva ORANGESTONE LTD. Director(1) 8 Granit Street, Kiryat Arie, Petach-Tikva PINKSTONE LTD. Director(1) 8 Granit Street, Kiryat Arie, Petach-Tikva BORDOSTONE LTD. Director(1) 8 Granit Street, Kiryat Arie, Petach-Tikva - -------------- (1) Fully owned by YHK General Managers Ltd. All of these companies are organized under Israeli law, and were established to hold directorships 19 6 Amendment #7 SCHEDULE F DIRECTORS AND EXECUTIVE OFFICERS OF ISRAEL CREDIT LINES COMPLEMENTARY FINANCIAL SERVICES LTD. ERAN TADMOR Director (Manager, L.T.S. Ltd., electric products) 1 Oranim Street Kefar Shemrio RONY ELIAD Director - P.R. and marketing consultant 39 Shamgar Street, Zala DAVID YAYNI(1) Director 4 Raoul Wallenberg St., Tel-Aviv, Israel YARON YAYNI(1) Director 4 Raoul Wallenberg St., Tel-Aviv, Israel RON BARNESS(1) Director 4 Raoul Wallenberg St., Tel-Aviv, Israel SHIMON ELBAZ(1) Director 4 Raoul Wallenberg St., Tel-Aviv, Israel EYAL GIBOR(1) Co-General Manager 14 Drezner St., Tel-Aviv, Israel YOUVAL RAN(1) Co-General Manager 9 Berazani Str., Ramat Aviv, Tel-Aviv, Israel YOUVAL YAYNI(1) Secretary 4 Raoul Wallenberg St., Tel-Aviv, Israel - ----------- (1) Citizends of Israel 20 7 Amendment #7 SCHEDULE K DIRECTORS AND EXECUTIVE OFFICERS OF UNITED KINGSWAY LTD. HAIM TSUFF Director and Sole Shareholder 12 Haporzim Street, Petach Tikva, Israel Manager of several companies Citizen of Israel and the Netherlands 21 8 Amendment #7 SCHEDULE L DIRECTORS AND EXECUTIVE OFFICERS OF YHK INVESTMENTS LIMITED PARTNERSHIP General Partner (0.02%) YHK General Managers, Ltd. The Executive Officers of the General Partner are: Not appointed yet. Directors Zeev Livnat 26 Hanarkis Street, Karmey-Yossef, Israel Haim Tsuff 12 Haporzim Street, Petach Tikva, Israel Manager of several companies Citizen of Israel and the Netherlands Josef Tsuff Pensioner 12 Haporzim Street, Petach Tikva, Israel Tina Miamon-Arckens (Homemaker) 38 Bilu Street, Hertzliya, Israel Limited Partners The limited partners of YHK are Carmen Management and Assets (1997), Ltd. (25.99%) and United Kingsway Ltd. (73.99%) See Schedule K regarding Kingsway. 22 9 Amendment #7 SCHEDULE M DIRECTORS AND EXECUTIVE OFFICERS OF CARMEN MANAGEMENT AND ASSETS (1997) LTD.(1)
Name Title Address - ---- ----- ------- Avraham Livnat Director/Shareholder 18 Hazayit Street Principal occupation: Investor/Businessman Karmey Yossef, Israel Zeev Livnat Director 26 Hanarkis Street Principal occupation: Investor/Businessman Karmey Yossef, Israel Zvi Livnat Director 12 Hayasmin Principal occupation: Investor/Businessman Karmey Yossef, Israel Shai Livnat Director 50 Dizengoff Street Principal occupation: Investor/Businessman Tel-Aviv, Israel
- ------------ (1) All individuals on this Schedule are Israeli citizens 23 10 Amendment #7 SCHEDULE N DIRECTORS, EXECUTIVE OFFICERS AND SHAREHOLDERS OF AVRAHAM LIVNAT LTD.(1)
Name Title Address - ---- ----- ------- Avraham Livnat Director/ 20% Shareholder 18 Hazayit Street Principal occupation: Investor/Businessman Karmey Yossef, Israel Rachel Livnat Director/20%Shareholder 18 Hazayit Street Principal occupation: Homemaker Karmey Yossef, Israel Zeev Livnat 20% Shareholder 26 Hanarkis Street Principal occupation: Investor/Businessman Karmey Yossef, Israel Zvi Livnat 20% Shareholder 12 Hayasmin Principal occupation: Investor/Businessman Karmey Yossef, Israel Shai Livnat 20% Shareholder 50 Dizengoff Street Principal occupation: Investor/Businessman Tel-Aviv, Israel
- ------------ (1) All individuals on this Schedule are Israeli citizens 24 -----END PRIVACY-ENHANCED MESSAGE-----