UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Formula Systems (1985) Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 1 par value
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(Title of Class of Securities)
346414-10-5
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(CUSIP Number)
Natan Fried
Iscal Holdings Ltd.
6 Shoam Street, Petach Tikva, 49517, Israel
972-3-9229937
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 20, 2002
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 249.13d-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. Seess.240.13d-7 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. 346414-10-5
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Iscal Holdings Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ________________________________________________________________
(b) ________________________________________________________________
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3. SEC Use only _______________________________________________________
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4. Source of funds (See Instructions) BK, WC, OO
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5. Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) _________________________________________________
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6. Citizenship or Place of Organization Israel
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Number of 7. Sole Voting Power 999,784
Shares -------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by Each -------------------------------------------------------------
Reporting 9. Sole Dispositive Power 999,784
Person With: -------------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 999,784
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 9.7 %
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14. Type of Reporting Person (See Instructions) CO
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
CUSIP NO. 346414-10-5
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Fauchtwanger Investments 1984 Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ________________________________________________________________
(b) ________________________________________________________________
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3. SEC Use only _______________________________________________________
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4. Source of funds (See Instructions) BK, WC, OO
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5. Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) _________________________________________________
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6. Citizenship or Place of Organization Israel
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Number of 7. Sole Voting Power 999,784
Shares -------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by Each -------------------------------------------------------------
Reporting 9. Sole Dispositive Power 999,784
Person With: -------------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 999,784
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 9.7 %
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14. Type of Reporting Person (See Instructions) HC
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
CUSIP NO. 346414-10-5
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Hail Holdings (1965) Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ________________________________________________________________
(b) ________________________________________________________________
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3. SEC Use only _______________________________________________________
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4. Source of funds (See Instructions) BK, WC, OO
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5. Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) _________________________________________________
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6. Citizenship or Place of Organization Israel
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Number of 7. Sole Voting Power 999,784
Shares -------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by Each -------------------------------------------------------------
Reporting 9. Sole Dispositive Power 999,784
Person With: -------------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 999,784
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 9.7 %
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14. Type of Reporting Person (See Instructions) CO
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
CUSIP NO. 346414-10-5
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Keren Peled Investments Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ________________________________________________________________
(b) ________________________________________________________________
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3. SEC Use only _______________________________________________________
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4. Source of funds (See Instructions) BK, WC, OO
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5. Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) _________________________________________________
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6. Citizenship or Place of Organization Israel
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Number of 7. Sole Voting Power 999,784
Shares -------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by Each -------------------------------------------------------------
Reporting 9. Sole Dispositive Power 999,784
Person With: -------------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 999,784
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 9.7 %
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14. Type of Reporting Person (See Instructions) CO
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
CUSIP NO. 346414-10-5
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Jacob Hay
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ________________________________________________________________
(b) ________________________________________________________________
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3. SEC Use only _______________________________________________________
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4. Source of funds (See Instructions) BK, WC, OO
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5. Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) _________________________________________________
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6. Citizenship or Place of Organization Israel
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Number of 7. Sole Voting Power 999,784
Shares -------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by Each -------------------------------------------------------------
Reporting 9. Sole Dispositive Power 999,784
Person With: -------------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 999,784
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 9.7 %
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14. Type of Reporting Person (See Instructions) IN
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Item 1. Security and Issuer
This statement relates to the ordinary shares of Formula Systems (1985)
Ltd. (the "Issuer"). The principal offices of the Issuer are located at
3 Hagalim Boulavard, Hertzlia, 46725, Israel.
Item 2. Identity and Background
Item 2 is amended and restated as follows:
(a-c) This statement is being filed by Iscal Holdings Ltd. ("Iscal"),
Fauchtwanger Investments 1984 Ltd. ("FI"), Hail Holdings (1965) Ltd.
("Hail"), Keren Peled Investments Ltd. ("Keren Peled") and Jacob Hay
(collectively, the "Reporting Persons").
Iscal is an Israeli company. Its principal place of business is 6 Shoam
Street, Petach Tikva, 49517, Israel. Iscal is a holding company that
invests in high tech and other companies.
FI is an Israeli company. Its principal place of business is 23
Haytzira Street, Petach Tikva, Israel. FI holds the shares of Iscal and
additional real estate assets.
Hail is an Israeli company. Its principal place of business is 157
Jaffa Street, Haifa, Israel. Hail holds the shares in FI and real
estate assets.
Keren Peled is an Israeli company. Its principal place of business is 9
Yekuel Street, Bat Yam, 59586 Israel. Keren Peled holds the shares of
Hail and a real estate asset.
Jacob Hay is an individual whose principal address is 9 Yekuel Street,
Bat Yam, 59586 Israel. He is a shareholder of Keren Peled.
Please see the attached Annex A for the names, business address,
principal occupation (and names, principal businesses and address of
place of additional employment) and citizenship of the executive
officers and directors of the Reporting Persons that are corporations.
(d) None of the Reporting Persons or any of their executive officers or
directors listed on Annex A, has been during the last 5 years,
convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) None of the Reporting Persons or any of their executive officers or
directors listed on Annex A, have been during the last 5 years, a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Jacob Hay is a citizen of the State of Israel.
Item 3. Source and amounts of funds or other consideration
Item 3 is amended to and restated as follows:
Iscal purchased from Messrs. Dan and Gad Goldstein 600,000 ordinary
shares of the Issuer for an aggregate purchase price of $25,000,000
pursuant to an agreement (the "Original Agreement") between the parties
described in Item 6 below. The funds for this purchase were provided to
Iscal through a credit facility with Bank Leumi of Israel Ltd., dated
as of August 30, 2001, pursuant to which Bank Leumi of Israel Ltd.
loaned $24,500,000 (in Japanese Yen) to Iscal, at an interest rate of
0.5% per annum such loan to be paid in full on November 30, 2001. This
loan has been extended to March 18th 2002. Pursuant to the Original
Agreement, Iscal agreed to purchase an aggregate of 1,000,000
additional Ordinary Shares (the "Additional Shares") from Messrs. Dan
and Gad Goldstein within 180 days of the Original Agreement in exchange
for convertible notes to be issued by Iscal with an aggregate principal
amount of $43,000,000.
Iscal and Messrs. Dan and Gad Goldstein have entered into a binding
memorandum of understanding dated as of February 20, 2002 (the "MOU"),
which terminated the Original Agreement. Accordingly, Iscal's
obligation to consummate the purchase of Additional Shares is cancelled
and of no force or effect. In addition, the MOU provides that (i) the
provisions of the Original Agreement relating to the voting of Ordinary
Shares and the nomination of members of the Issuer's board of directors
by Iscal will be null and void and of no further effect, as of January
31, 2002, (ii) 212,000 Ordinary Shares purchased by Iscal under the
Original Agreement will be transferred to Dan Goldstein and (iii)
33,000 Ordinary Shares purchased by Iscal under the Original Agreement
will be transferred to Gad Goldstein. The parties further agreed to
enter into definitive agreements (the "Definitive Agreements")
concerning the transactions contemplated by the MOU within 30 days of
the date of the MOU, or on such later date to be agreed upon, in
writing, among the parties. The Definitive Agreements will contain
provisions including, but not limited to: rights of first refusal,
co-sale rights with respect to the sale of Ordinary Shares by the
parties, commitments by the parties with respect to minimum ownership
levels of Ordinary Shares, and restrictions on specified terms of sales
of Ordinary Shares to third parties in the event that such sales are
consummated at less than a specified purchase price. The MOU is
described further in Item 6 below.
The aggregate purchase price paid by Iscal for the purchase of ordinary
shares of the Issuer made in the open market reported from September
12, 2001 to September 30, 2001 was $2,142,366.56. $925,000 of the funds
for such purchases was provided from Iscal's working capital.
$1,217,366.56 of the funds for such purchases was provided to Iscal
through a revolving credit line with Bank Hapoalim Ltd. (the "Bank
Hapoalim Facility"). The loans provided under the Bank Hapoalim
Facility accrue interest at the rate of 7.3% per annum and are due on
demand. The Bank Hapoalim Facility terminates on December 31, 2002 and
to date the outstanding credit is an on call loan. At the date of
filing of this amendment, the Company is negotiating its credit
facilities with Bank Hapolim.
The aggregate purchase price paid by Iscal for the purchase of ordinary
shares of the Issuer made in the open market reported from October 2,
2001 to October 24, 2001 (as reported in Item 5(c) hereof) was
$843,913.65. The funds for such purchases were provided to Iscal
through the Bank Hapoalim Facility. Iscal has repaid part of the funds
received from Bank Hapolim for such purchases and the balance at the
date of the filing of this amendment totals $ 1.12 million.
Iscal purchased from Atari Hashron - Company for Development &
Investments in Real Estate (1985) Ltd. ("Atari Hashron") 445,000
ordinary shares of the Issuer for an aggregate purchase price of NIS
36,700,000 ($8,575,969) pursuant to an agreement between the parties
described in Item 6 below.(1) NIS 21,200,000 ($4,953,966) of the funds
for this purchase was provided to Iscal pursuant to a loan agreement
with Bank Leumi LeIsrael Ltd., dated as of October 28, 2001. Under the
agreement, the loan accrues interest at a rate of 7.6% per annum and is
payable on November 4, 2001. The loan is secured by 508,000 ordinary
shares of the Issuer held by Iscal, and any dividends thereon. Of the
said loan, an aggregate of NIS 17,800,000 ($4,159,504) was exchanged
into a revolving credit line facility which accrues interest at a rate
of 8.3% per annum. NIS 15,500,000 ($3,622,003) of the funds for this
purchase was provided through a loan in the form of a debenture issued
to Atari Hashron ("Atari Hashron Debenture") in the principal amount of
NIS 15,500,000 ($3,622,003) due October 28, 2002 or, in the event a
guarantee of Fauchtwanger Investments 1984 Ltd. is not secured, April
28, 2002. The Atari Hashron Debenture accrues
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(1) All conversions from NIS to U.S. Dollars made herein were made at
the interbank rate on October 30, 2001: NIS 1 for $0.23368.
interest at a rate of 5% per annum and is secured by 187,943 ordinary
shares of the Issuer owned by Iscal and held by a trustee. Under the
terms of the agreement between Iscal and Atari Hashron, upon the
occurrence of certain conditions the Atari Hashron Debenture may be
exchanged for a convertible debenture which shall have the same terms
as the Atari Hashron Debenture but which will be convertible into
ordinary shares of Iscal at a conversion rate equal to NIS 58 ($13.5)
for one ordinary share of Iscal.
Item 4. Purpose of the transaction
Item 4 is hereby amended and restated as follows:
(a) Iscal originally purchased 600,000 Ordinary Shares of the Issuer,
which constituted 6.43% of the outstanding share capital of the Issuer,
and was originally obligated to purchase an additional 1,000,000
Ordinary Shares pursuant to the terms of the Original Agreement
described in Item 3 above, as an investment and as part of its strategy
to establish itself as a major shareholder of the Issuer and influence
the management of the Issuer. Pursuant to the MOU described in Item 3
above, Iscal's obligation to purchase such additional 1,000,000
Ordinary Shares has been cancelled and Iscal has transferred an
aggregate of 245,000 Ordinary Shares back to Dan Goldstein and Gad
Goldstein. In December, 2001 and January, 2002, Iscal sold an aggregate
of 28,631 Ordinary Shares in market transactions.
Subject to the MOU, Iscal intends to purchase additional shares of the
Issuer for the purpose of increasing control of the Issuer and to reach
certain holdings that would put into effect a voting agreement with
Messers Dan and Gad Goldstein, as agreed in the MOU and described in
Item 3 above and Item 4 (d) below. Iscal may, from time to time,
purchase or dispose of (and the other Reporting Persons may cause Iscal
to purchase or dispose of) Ordinary Shares of the Issuer in the open
market or in privately negotiated transactions, depending upon an
evaluation of the operations, financial conditions and results of
operations of the Issuer, and upon other developments, including but
not limited to, general and business conditions and market conditions.
(b) Not applicable.
(c) Not applicable.
(d) Pursuant to the MOU described in Item 3 above, the parties to the
MOU are obligated to execute and deliver an agreement to provide that
(1) if Iscal beneficially owns at least 2,300,000 Ordinary Shares of
the Issuer on November 20, 2002, Iscal may for five (5) years
designate, and the parties will vote for, persons to constitute fifty
percent (50%) of the entire Board of Directors of the Issuer, and Dan
and Gad Goldstein may designate, and the parties will vote for, persons
to constitute fifty percent (50%) of the entire Board of Directors of
the Issuer and (2) if, on November 20, 2002, Iscal beneficially owns
less than 2,300,000 Ordinary Shares of the Issuer, and the lesser of
(i) (X) at least 1,000,000 Ordinary Shares of the Issuer or (Y) a
number of Ordinary Shares of the Issuer that exceeds forty percent
(40%) of the Ordinary Shares then held by Dan and Gad Goldstein or (ii)
at least the amount of Ordinary Shares then held by Dan and Gad
Goldstein, then in either such case, Iscal may for fifteen (15) years
designate, and the parties will vote for, one person to be a director
of the Issuer.
(e-j) Not applicable.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) Iscal owns of record 999,784 ordinary shares of the Issuer which
represents 9.7% of the outstanding share capital of the Issuer.
FI holds 24.92% of the outstanding share capital of Iscal and has an
option to purchase up to 50% of the outstanding share capital of Iscal.
As a result, FI may be deemed to be the beneficial owner of the shares
of the Issuer.
Hail holds 35.9% of the outstanding share capital of FI. As a result,
Hail may be deemed to be the beneficial owner of the shares of the
Issuer.
Keren Peled holds 67.17% of the outstanding share capital of Hail. As a
result, Keren Peled may be deemed to be the beneficial owner of the
shares of the Issuer.
Jacob Hay holds 24.4% of the outstanding share capital of Keren Peled.
As a result, Jacob Hay may be deemed to be the beneficial owner of
the shares of the Issuer. Jacob Hay disclaims beneficial ownership of
the ordinary shares of the Issuer beneficially owned by Iscal.
(b) No change.
(c) In a series of transactions made in the open market between
December 11, 2001 and January 3, 2002, Iscal sold an aggregate of
28,631 shares of the Issuer, in the total amount of $498,985.
Iscal made the following sales of ordinary shares of the Issuer in open
market transactions effected through brokers on the date, in the
amounts and for the prices per share indicated:
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NUMBER OF PRICE PER SHARE
DATE ORDINARY SHARES (U.S.$)*
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12/11/2001 1,000 15.60
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12/24/2001 1,500 17.80
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12/30/2001 11,131 17.70
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12/31/2001 5,000 17.35
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1/3/2002 10,000 17.30
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* average price of transactions in that day.
(d-e) No change.
Item 6. Contracts, arrangements, understandings or relationship with respect
to securities of the Issuer
Item 6 is amended and restated as follows:
Iscal was a party to an agreement (the Original Agreement referenced in
Item 3 above) with Messrs. Dan and Gad Goldstein dated August 29, 2001
pursuant to which Messrs. Dan and Gad Goldstein sold to Iscal 600,000
Ordinary Shares of the Issuer for an aggregate purchase price of
$25,000,000. Under the agreement, within 180 days from the date of the
agreement Iscal was to purchase an additional 1,000,000 shares of the
Issuer upon the issuance of the Notes (the terms of which are described
in Item 3 above) to Messrs. Dan and Gad Goldstein. Upon the issuance of
the Notes, 1,600,000 Ordinary Shares of the Issuer owned by Iscal were
to be held in trust as security for the Notes.
Iscal and Messrs. Dan and Gad Goldstein have entered into a binding
memorandum of understanding dated as of February 20, 2002 (the "MOU"),
which terminates the Original Agreement. The MOU is described in Item 3
above. Accordingly, Iscal's obligation to consummate the purchase of
Additional Shares is cancelled and of no force or effect. In addition,
the MOU provides that (i) the provisions of the Original Agreement
relating to the voting of Ordinary Shares and the nomination of members
of the Issuer's board of directors by Iscal will be null and void and
of no further effect, as of January 31, 2002, (ii) 212,000 Ordinary
Shares purchased by Iscal under the Original Agreement will be
transferred to Dan Goldstein and (iii) 33,000 Ordinary Shares purchased
by Iscal under the Original Agreement will be transferred to Gad
Goldstein. The parties further agreed to enter into definitive
agreements concerning the transactions contemplated by the MOU within
30 days of the date of the MOU, or on such later date to be agreed
upon, in writing, among the parties.
Iscal is a party to an agreement with Atari Hashron dated October 25,
2001 pursuant to which Atari Hashron sold to Iscal 445,000 ordinary
shares of the Issuer for an aggregate purchase price of NIS 36,700,000
($8,575,969). Pursuant to the agreement, Iscal purchased 257,057
ordinary shares of the Issuer for cash consideration of NIS 21,200,000
($4,953,966) and 187,943 ordinary shares of the Issuer for NIS
15,500,000 ($3,622,003) consideration in the form of the Atari Hashron
Debenture (as described in Item 3). Under the agreement Iscal pledged
187,943 ordinary shares of the Issuer as security for the Atari Hashron
Debenture. Subject to the terms of the agreement, Iscal shall exchange
the Atari Hashron Debenture for a convertible debenture, described in
Item 3 above.
508,000 ordinary shares of the Issuer owned by Iscal have been pledged
as security to Bank Leumi LeIsrael Ltd. under the loan agreement
described in Item 3 above.
FI is a shareholder of Iscal, holding 24.92% of the outstanding share
capital of Iscal.
Hail is a shareholder of FI, holding 35.9% of the outstanding share
capital of FI.
Keren Peled is a shareholder of Hail, holding 67.17% of the outstanding
share capital of Hail.
Jacob Hay is the controlling shareholder of Keren Peled, holding 24.4%
of the outstanding share capital of Keren Peled.
Item 7. Material to be filed as Exhibits
1. Agreement among Iscal and Messrs. Dan and Gad Goldstein dated August
30, 2001 and a summary in English.*
2. Agreement between Iscal and Bank Leumi of Israel Ltd. dated August
30, 2001 and a summary in English.*
3. Joint Filing Agreement among the Reporting Persons, dated September
20, 2001.*
4. Credit Line Agreement between Iscal and Bank Hapoalim Ltd., dated
May 26, 1999 and a summary in English.**
5. Agreement between Iscal and Atari Hashron, dated October 25, 2001
and a summary in English.***
6. Agreement between Iscal and Bank Leumi LeIsrael Ltd., dated October
28, 2001 and a summary in English.***
7. Power of Attorney of each of Shimon Lasser, Amnnon Kislev,
Fauchtwanger Investments 1984 Ltd., Hail Holdings (1965) Ltd., Keren
Peled Investments Ltd. and Jacob Hay in favor of Iscal Holdings
Ltd.***
8. Memorandum Of Understanding between Iscal and Messrs. Dan and Gad
Goldstein dated February 20, 2002.
---------------
* Previously filed as an exhibit to the original filing of this Schedule 13D.
** Previously filed with Amendment No. 1 to this Schedule 13D.
*** Previously filed with Amendment No.2 to this Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
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Date
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Signature
Natan Fried, CEO Iscal Holdings Ltd.
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
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Date
--------------------------------------------------------------------------------
Signature
Jacob Bachrach, CEO, Fauchtwanger Investments 1984 Ltd.
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
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Date
--------------------------------------------------------------------------------
Signature
Avi Tetroshvili, CEO Hail Holdings (1965) Ltd.
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
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Date
--------------------------------------------------------------------------------
Signature
Eli Miterani, CEO, Keren Peled Investments Ltd.
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
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Date
--------------------------------------------------------------------------------
Signature
Jacob Hay
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
ANNEX A
(a) Names of executive officers and directors of the Reporting Person;
(b) Business addresses of executive officers and directors of the Reporting
Person;
(c) Principal occupation and name, principal business and address of places
additional employment of executive officers and directors of the Reporting
Person; and
(f) Citizenship of the officers and directors of the Reporting Person as
follows:
ISCAL HOLDINGS LTD.
1. (a) Arie Givoni
(b) 6 Shoham St, Petach-Tikva 49517, Israel
(d) Director, Iscal Holdings Ltd.
(f) Israel
2. (a) Benjamin Dekel
(b) 6 Shoham St, Petach-Tikva 49517, Israel
(c) External Director, Iscal Holdings Ltd.
(f) Israel
3. (a) Sara Cohen
(b) 6 Shoham St, Petach-Tikva 49517, Israel
(c) External Director, Iscal Holdings Ltd.
(f) Israel
4. (a) Shaul Derbi
(b) 6 Shoham St, Petach-Tikva 49517, Israel
(c) Director, Iscal Holdings Ltd.
(f) Israel
5. (a) Natan Fried
(b) 6 Shoham St, Petach-Tikva 49517, Israel
(c) Chief Executive Officer, Iscal Holdings Ltd.
(f) Israel
FAUCHTWANGER INVESTMENTS 1984 LTD
1. (a) Yosi Baron
(b) 23, Hayitzra St., Petch Tikva, Israel
(c) External Director, Fauchtwanger Investments 1984 Ltd.
(f) Israel
2. (a) Noa Lipkin
(b) 23, Hayitzra St., Petch Tikva, Israel
(c) Director, Fauchtwanger Investments 1984 Ltd.
(f) Israel
3. (a) Daniel Itzhaki
(b) 23, Hayitzra St., Petch Tikva, Israel
(c) Director, Fauchtwanger Investments 1984 Ltd.
(f) Israel
4. (a) Yakov Weininger
(b) 23, Hayitzra St., Petch Tikva, Israel
(c) Chairman of the Board of Directors, Fauchtwanger Investments 1984
Ltd.
(f) Israel
5. (a) Aharon Bardov
(b) 23, Hayitzra St., Petch Tikva, Israel
(c) Director, Fauchtwanger Investments 1984 Ltd.
(f) Israel
6. (a) Jack Asherov
(b) 23, Hayitzra St., Petch Tikva, Israel
(c) Director, Fauchtwanger Investments 1984 Ltd.
(f) Israel
7. (a) Jacob Bacharach
(b) 23, Hayitzra St., Petch Tikva, Israel
(c) Chief executive officer, Fauchtwanger Investments 1984 Ltd.
(f) Israel
8. (a) Avi Regev
(b) 23, Hayitzra St., Petch Tikva, Israel
(c) Chief financial officer, Fauchtwanger Investments 1984 Ltd.
(f) Israel
9. (a) Gil Levi
(b) 23, Hayitzra St., Petch Tikva, Israel
(c) Secretary, Fauchtwanger Investments 1984 Ltd.
(f) Israel
10. (a) Noah Kinarti
(b) 23 Hayitzra St., Petch Tikva, Israel
(c) External Director, Fauchtwanger Investments 1984 Ltd.
(f) Israel
HAIL HOLDINGS (1965) LTD.
1. (a) Irit Migdalik
(b) 157 Jaffa St., Haifa, Israel
(c) External Director, Hail Holdings (1965) Ltd.
(f) Israel
2. (a) Hanoch Milo
(b) 157 Jaffa St., Haifa, Israel
(c) External Director, Hail Holdings (1965) Ltd.
(f) Israel
3. (a) Dan Halprin
(b) 157 Jaffa St. Haifa, Israel
(c) Chairman of the Board of Directors, Hail Holdings (1965) Ltd.
(f) Israel
4. (a) Avi Teroshvili
(b) 157 Jaffa St. Haifa, Israel
(c) Chief executive officer and Director, Hail Holdings (1965) Ltd.
(f) Israel
5. (a) Eli Miterani
(b) 157 Jaffa St. Haifa, Israel
(c) Director, Hail Holdings (1965) Ltd.
(f) Israel
6. (a) Dov Weissglass
(b) 157 Jaffa St. Haifa, Israel
(c) Director, Hail Holdings (1965) Ltd.
(f) Israel
7. (a) Yael Landsberger
(b) 157 Jaffa St. Haifa, Israel
(c) Controller and assistant general Marketing Manager, Hail Holdings
(1965) Ltd.
(f) Israel
8. (a) Arye Hadad
(b) 157 Jaffa St. Haifa, Israel
(c) Vice president assets Manager, Hail Holdings (1965) Ltd.
(f) Israel
9. (a) Moshe Biran
(b) 157 Jaffa St. Haifa, Israel
(c) Vice president General operation & engineering Manager, Hail
Holdings (1965) Ltd.
(f) Israel
10. (a) Igal Hay
(b) 157 Jaffa St. Haifa, Israel
(c) Deputy Chief Executive Officer, Secretary, Hail Holdings (1965) Ltd.
(f) Israel
KEREN PELED INVESTMENTS LTD.
1. (a) Yoram Shetrit
(b) 9 Yekuel St., Bat Yam, 59586 Israel
(c) External Director, Keren Peled Investments Ltd.
(f) Israel
2. (a) Eli Miterani
(b) 9 Yekuel St., Bat Yam, 59586 Israel
(c) Chief executive officer and Director, Keren Peled Investments Ltd.
(f) Israel
3. (a) Oshara Alon
(b) 9 Yekuel St., Bat Yam, 59586 Israel
(c) Director, Keren Peled Investments Ltd.
(f) Israel
4. (a) Dov Weissglass
(b) 9 Yekuel St., Bat Yam, 59586 Israel
(c) Director, Keren Peled Investments Ltd.
(f) Israel
5. (a) Dan Halperin
(b) 9 Yekuel St., Bat Yam, 59586 Israel
(c) Director, Keren Peled Investments Ltd.
(f) Israel
6. (a) Sarit Dalal
(b) 9 Yekuel St., Bat Yam, 59586 Israel
(c) External Director, Keren Peled Investments Ltd.
(f) Israel