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Nova Ltd. — Major Shareholding Notification 2003
Dec 18, 2003
6955_mrq_2003-12-18_4dbce7d8-ca05-4b86-8e77-24091d77c05d.zip
Major Shareholding Notification
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SC 13D/A 1 nov13da2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D Rule 13d-101 Information to be Included in Statements Filed pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) (Amendment No. 2)*
NOVA MEASURING INSTRUMENTS LTD. (Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE (Title of Class of Securities)
M7516K103 (CUSIP Number)
Matti Tiber, Adv. Clal Electronics Industries Ltd. 3 Azrieli Center, Triangle Tower Tel Aviv, 67023 Tel: 972-3-6075794 Israel
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 2, 2003 (Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box □.
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
- The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. M7516K103
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Clal Electronics Industries Ltd. (no U.S. I.D. number) | |
|---|---|---|
| 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 2,823,584 shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,823,584 shares | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,584 shares | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.60% | |
| 14 | TYPE OF REPORTING PERSON* CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M7516K103
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Clal Industries and Investments Ltd. (no U.S. I.D. number) | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * | (a) x (b) ¨ |
| 3 | ||
| 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 2,823,584 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,823,584 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,584 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.60% | |
| 14 | TYPE OF REPORTING PERSON* CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M7516K103
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS IDB Development Corporation Ltd. (no U.S. I.D. number) | |
|---|---|---|
| 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 2,823,584 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,823,584 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,584 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.60% | |
| 14 | TYPE OF REPORTING PERSON* CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M7516K103
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS IDB Holding Corporation Ltd. (no U.S. I.D. number) | |
|---|---|---|
| 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 2,823,584 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,823,584 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,584 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.60% | |
| 14 | TYPE OF REPORTING PERSON* CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M7516K103
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Nochi Dankner | |
|---|---|---|
| 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 2,823,584 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,823,584 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,584 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.60% | |
| 14 | TYPE OF REPORTING PERSON* IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M7516K103
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Shelly Dankner-Bergman | |
|---|---|---|
| 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 2,823,584 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,823,584 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,584 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.60% | |
| 14 | TYPE OF REPORTING PERSON* IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M7516K103
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Avraham Livnat | |
|---|---|---|
| 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 2,823,584 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,823,584 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,584 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.60% | |
| 14 | TYPE OF REPORTING PERSON* IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M7516K103
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Ruth Manor | |
|---|---|---|
| 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 2,823,584 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,823,584 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,584 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.60% | |
| 14 | TYPE OF REPORTING PERSON* IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
This Amendment No. 2 amends Item 5 of the Statement on Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by certain of the Reporting Persons with respect to the ordinary shares, par value New Israeli Shekel 0.01 per share, of Nova Measuring Instruments Ltd. Capitalized terms used in this Amendment No. 2 without definition have the meanings assigned to them in the Schedule 13D, as amended.
Item 5. Interest in Securities of the Issuer
(1) The Issuer advised the Reporting Persons that there were 15,182,348 Ordinary Shares outstanding as of December 10, 2003. The percentages of Ordinary Shares outstanding set forth above in this Item 5 are based on this number.
During the period from November 20, 2003 through December 10, 2003, Clal Electronics made the following sales of Ordinary Shares of the Issuer, totaling 255,500 Ordinary Shares, at prices ranging from $6.500 to $7.600 per share, all of which were made in open market transactions on the NASDAQ:
| Date | Amount of Ordinary Shares | Price Per Share (US $) |
|---|---|---|
| November 20, 2003 | 25,000 | 6.830 |
| November 21, 2003 | 6,500 | 6.500 |
| November 21, 2003 | 1,000 | 6.600 |
| November 25, 2003 | 22,800 | 6.500 |
| November 25, 2003 | 800 | 6.510 |
| November 25, 2003 | 200 | 6.550 |
| November 26, 2003 November 27, 2003 | 600 2,360 | 6.500 6.500 |
| December 1, 2003 | 1,619 | 6.500 |
| December 1, 2003 | 1,326 | 6.520 |
| December 1, 2003 | 487 | 6.540 |
| December 1, 2003 | 1,100 | 6.560 |
| December 1, 2003 | 100 | 6.561 |
| December 1, 2003 | 200 | 6.620 |
| December 1, 2003 | 100 | 6.690 |
| December 1, 2003 | 100 | 6.700 |
| December 2, 2003 | 17,800 | 6.600 |
| December 2, 2003 | 5,000 | 6.610 |
| December 2, 2003 | 600 | 6.620 |
| December 2, 2003 | 2,700 | 6.630 |
| December 2, 2003 | 1,600 | 6.640 |
| December 2, 2003 | 2,430 | 6.650 |
| December 2, 2003 | 10,100 | 6.660 |
| December 2, 2003 | 10,478 | 6.700 |
| December 2, 2003 | 9,406 | 6.720 |
| December 2, 2003 | 2,900 | 6.730 |
| December 2, 2003 | 400 | 6.640 |
| December 2, 2003 | 11,694 | 6.760 |
| December 2, 2003 | 10,600 | 6.900 |
| December 2, 2003 | 1,987 | 6.910 |
| December 2, 2003 | 3,400 | 6.920 |
| December 2, 2003 | 4,613 | 6.930 |
| December 2, 2003 | 5,000 | 6,960 |
| December 2, 2003 | 500 | 7.000 |
| December 3, 2003 | 20,000 | 7.034 |
| December 3, 2003 | 2,000 | 7.050 |
| December 3, 2003 | 3,000 | 7.100 |
| December 3, 2003 | 2,500 | 7.150 |
| December 3, 2003 | 2,000 | 7.200 |
| December 3, 2003 | 2,500 | 7.250 |
| December 3, 2003 | 2,000 | 7.300 |
| December 3, 2003 | 3,000 | 7.350 |
| December 3, 2003 | 3,000 | 7.400 |
| December 3, 2003 | 2,000 | 7.450 |
| December 3, 2003 | 10,330 | 7.500 |
| December 3, 2003 | 2,000 | 7.550 |
| December 3, 2003 | 670 | 7.600 |
| December 4, 2003 | 3,000 | 6.900 |
| December 4, 2003 | 2,000 | 6.950 |
| December 8, 2003 | 640 | 6.660 |
| December 8, 2003 | 620 | 6.650 |
| December 8, 2003 | 13,740 | 6.620 |
| December 8, 2003 | 6,100 | 6.570 |
| December 8, 2003 | 8,900 | 6.500 |
As of December 10, 2003, Clal Electronics was the direct owner of 2,823,584 Ordinary Shares of the Issuer, constituting approximately 18.60% of the Ordinary Shares of the Issuer.
As of December 10, 2003, IDB Holding, IDB Development, Clal Industries and the Reporting Persons who are natural persons may be deemed to share the power to vote and dispose of the 2,823,584 Ordinary Shares held by Clal Electronics, constituting approximately 18.60% of the Ordinary Shares.
Signature
After reasonable inquiry and to the best of knowledge and belief of the undersigned, the undersigned hereby certify that the information set forth in this Statement is true, complete and correct.
Dated: December 2, 2003,
| CLAL ELECTRONICS INDUSTRIES LTD. CLAL INDUSTRIES AND INVESTMENTS LTD. IDB DEVELOPMENT CORPORATION LTD. IDB HOLDING CORPORATION LTD. NOCHI DANKNER SHELLY DANKNER-BERGMAN AVRAHAM LIVNAT RUTH MANOR | |
|---|---|
| By: | IDB HOLDING CORPORATION LTD. |
| By: S/ Zehavit Joseph and Arthur Caplan | |
| Zehavit Joseph and Arthur Caplan, authorized signatories of IDB Holding Corporation Ltd. for itself and on behalf of Clal Electronics Industries Ltd., Clal Industries and Investments Ltd., IDB Development Corporation Ltd., Nochi Dankner, Shelly Dankner-Bergman, Avraham Livnat and Ruth Manor pursuant to the agreements annexed to Amendment No. 1 to Schedule 13D as exhibits 5-11, as filed. |
Exhibit 1 (Information provided as of December 10, 2003 in response to Items 2 through 6 of Schedule 13D) Executive Officers and Directors of Clal Industries and Investments Ltd.
Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel (citizenship the same as country of residence unless otherwise noted)
| Name and Address | Position in Clal Industries | |
|---|---|---|
| Nochi Dankner 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Chairman of the Board | Business Manager, Chairman and Director of Companies |
| Shelly Dankner-Bergman 12 Recanati St, Ramat-Aviv Gimel Tel-Aviv 69494, Israel | Director | Director of Companies |
| Zvi Livnat 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director and Co-CEO | Vice President of Taavura Holdings |
| Avi Fischer 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director and Co-CEO | Partner in Fischer, Behar, Chen & Co. law firm, Chairman of Ganden Tourism & Aviation Ltd., Vice-Chairman of Ganden Holdings Ltd., Director of Companies |
| Isaac Manor* 26 Hagderot St. Savion, Israel | Director | Chairman of the Board of Automobile Companies |
| Dori Manor* 18 Hareches St. Savion, Israel | Director | CEO of Automobile Companies |
| Lior Hannes 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director | CEO of Ganden Tourism & Aviation Ltd., Director of Companies |
| Refael Bisker 46 Rothschild Blvd., 22 nd floor Tel-Aviv 66883, Israel | Director | CEO of Ganden Real Estate Ltd., Chairman & Director of Companies |
| Darko Horvat** 20 Kensington Park Gardens, London W113HD, UK | Director | Founder, owner and president of Aktiva group |
| Mark Schimmel*** 54-56 Euston St. London NW1 U.K. | Director | Director of Companies |
| Yecheskel Dovrat 1 Nachshon St. Ramat Hasharon, Israel | Director | Economics consultant & Director of Companies |
| Eliahu Cohen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director | Director and Chief Executive Officer of IDB Holding and IDB Development |
| David Leviatan 18 Mendele Street Herzelia, Israel | Director | Director of Companies |
| Nachum Langental 3a Jabotinski Street, Ramat Gan, Israel | External Director | Director of Companies |
| Aliza Rotbard 6, Rosenblum Street; #6101 Sea & Sun Tel Aviv, Israel | External Director | CEO of DOORS Information Systems, Inc. |
| Azri Gonen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Executive Vice President | Executive Vice President of Clal Industries |
| Nitsa Einan 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Vice President and General Counsel | General Counsel of Clal Industries |
| Gil Milner 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Vice President and Controller | Controller of Clal Industries |
| Gonen Bieber **** 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Vice President and Finance Manager | Finance Manager of Clal Industries |
| Guy Rosen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Special Assistant to the CEO | Special Assistant to the CEO of Clal Industries |
| Boaz Simons 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Special Assistant to the CEO | Special Assistant to the CEO of Clal Industries |
- Mr. Isaac Manor and Mr. Dori Manor are dual citizens of Israel and France. ** Mr. Darko Horvat is a citizen of Slovenia. *** Mr. Mark Schimmel is a citizen of Great Britain. **** Mr. Gonen Bieber is a dual citizen of Israel and the Republic of Germany.
Based on the information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Exhibit 2
(Information provided as of December 10, 2003 in response to Items 2 through 6 of Schedule 13D) Executive Officers and Directors of Clal Electronics Industries Ltd. Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel (citizenship the same as country of residence unless otherwise noted)
| Name and Address | Position | Principal Occupation |
|---|---|---|
| Gil Milner 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director and Controller | Controller of Clal Industries |
| Gonen Bieber * 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director and Finance Manager | Finance Manager of Clal Industries |
| Nitsa Einan 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | General Counsel | General Counsel of Clal Industries |
- Mr. Gonen Bieber is a dual citizen of Israel and the Republic of Germany.
Based upon information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Exhibit 3
(Information provided as of December 10, 2003 in response
to Items 2 through 6 of Schedule 13D) Executive Officers, Directors and Persons Controlling IDB Holding Corporation Ltd. Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel (citizenship the same as country of residence unless otherwise noted)
| Name and Address | Position | |
|---|---|---|
| Nochi Dankner 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Chairman of the Board | Business Manager, Chairman and Director of Companies |
| Shelly Dankner-Bergman 12 Recanati St, Ramat-Aviv Gimel Tel-Aviv 69494, Israel | Director | Director of Companies |
| Zvi Livnat 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director | Co-CEO of Clal Industries, Vice President of Taavura Holdings |
| Avi Fischer 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director | Co-CEO of Clal Industries, Partner in Fischer, Behar, Chen & Co. law firm, Chairman of Ganden Tourism & Aviation Ltd., Vice-Chairman of Ganden Holdings Ltd., Director of Companies |
| Isaac Manor* 26 Hagderot St. Savion, Israel | Director | Chairman of the Board of Automobile Companies |
| Dori Manor* 18 Hareches St. Savion, Israel | Director | CEO of Automobile Companies |
| Lior Hannes 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director | CEO of Ganden Tourism & Aviation Ltd., Director of Companies |
| Refael Bisker 46 Rothschild Blvd., 22 nd floor Tel-Aviv 66883, Israel | Director | CEO of Ganden Real Estate Ltd., Chairman & Director of Companies |
| Darko Horvat** 20 Kensington Park Gardens, London W113HD, UK | Director | Founder, owner and president of Aktiva group |
| Jacob Schimmel*** 54-56 Euston St. London NW1 U.K. | Director | Chairman & CEO of UKI Investments |
| Shaul Ben-Zeev Taavura Junction, P.O.Box 320 Ramla 72102, Israel | Director | CEO of Avraham Livnat Ltd. |
| Eliahu Cohen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director and CEO | CEO of IDB Holding and IDB Development |
| Daniel Doron 16 Levy Eshkol Street, Tel Aviv, Israel | Independent Director | Business Consultant |
| Shmuel Lachman 9a Kehilat Jatomir Street, Tel Aviv, Israel | Independent Director | Information Technology Consultant |
| Rolando Eisen 2A Geiger Street Neveh Avivim, Tel Aviv, Israel | Independent Director | Director of Companies |
| Meir Rosenne 14 Aluf Simhony Street Jerusalem, Israel | Director | Attorney |
| Zehavit Joseph**** 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Executive Vice President and Chief Financial Officer | Executive Vice President and Chief Financial Officer of IDB Holding and IDB Development |
| Haim Tabouch 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Controller | Controller of IDB Holding and IDB Development |
- Mr. Isaac Manor and Mr. Dori Manor are dual citizens of Israel and France. ** Mr. Darko Horvat is a citizen of Slovenia. *** Mr. Jacob Schimmel is a citizen of Great Britain. **** Dr. Zehavit Joseph is a dual citizen of Israel and the United States.
Based on the information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Exhibit 4
(Information provided as of December 10, 2003 in response
to Items 2 through 6 of Schedule 13D) Executive Officers and Directors of IDB Development Corporation Ltd. Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel (citizenship is Israel, unless otherwise noted)
| Name and Address | Position | |
|---|---|---|
| Nochi Dankner 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Chairman of the Board | Business Manager, Chairman and Director of Companies |
| Shelly Dankner-Bergman 12 Recanati St, Ramat-Aviv Gimel Tel-Aviv 69494, Israel | Director | Director of Companies |
| Zvi Livnat 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director | Co-CEO of Clal Industries, Vice President of Taavura Holdings |
| Isaac Manor* 26 Hagderot St. Savion, Israel | Director | Chairman of the Board of Automobile Companies |
| Dori Manor* 18 Hareches St. Savion, Israel | Director | CEO of Automobile Companies |
| Lior Hannes 46 Rothschild Blvd., 22 nd floor Tel-Aviv 66883, Israel | Director | CEO of Ganden Tourism & Aviation Ltd., Director of companies |
| Refael Bisker 46 Rothschild Blvd., 22 nd floor Tel-Aviv 66883, Israel | Director | CEO of Ganden Real Estate Ltd., Chairman & Director of Companies |
| Darko Horvat** 20 Kensington Park Gardens, London W113HD, UK | Director | Founder, owner and president of Aktiva group |
| Jacob Schimmel*** 54-56 Euston St. London NW1 U.K. | Director | Chairman & CEO of UKI Investments |
| Shaul Ben-Zeev Taavura Junction, P.O.Box 320 Ramla 72102, Israel | Director | CEO of Avraham Livnat Ltd. |
| Eliahu Cohen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Director and CEO | CEO of IDB Holding and IDB Development |
| Abraham Ben Joseph 87 Haim Levanon St., Tel Aviv, Israel | Director | Director of Companies |
| Arnon Gafny 55 Moshe Kol St., Jerusalem, Israel | Independent Director | Economist |
| Rami (Avraham) Mardor 33 Haoranim St., Kfar Shmariyahu, Israel | Independent Director | Director of Companies |
| Zehavit Joseph**** 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Executive Vice President and Chief Financial Officer | Executive Vice President and Chief Financial Officer of IDB Holding and IDB Development |
| Haim Tabouch 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Controller | Controller of IDB Holding and IDB Development |
| Avi Shani 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel | Vice President, Investments & Chief Economist | Vice President, Investments & Chief Economist of IDB Development |
- Mr. Isaac Manor and Mr. Dori Manor are dual citizens of Israel and France. ** Mr. Darko Horvat is a citizen of Slovenia. *** Mr. Jacob Schimmel is a citizen of Great Britain. **** Dr. Zehavit Joseph is a dual citizen of Israel and the United States.
Based on the information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.