0001178913-11-001897.txt : 20110705 0001178913-11-001897.hdr.sgml : 20110704 20110701185342 ACCESSION NUMBER: 0001178913-11-001897 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110705 DATE AS OF CHANGE: 20110701 GROUP MEMBERS: AVRAHAM LIVNAT GROUP MEMBERS: IDB DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: IDB HOLDING CORPORATION LTD. GROUP MEMBERS: NOCHI DANKNER GROUP MEMBERS: RUTH MANOR GROUP MEMBERS: SHELLY DANKNER-BERGMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FUNDTECH LTD CENTRAL INDEX KEY: 0001054836 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60233 FILM NUMBER: 11947469 BUSINESS ADDRESS: STREET 1: C/O FUNDTECH CORP STREET 2: 30 MONTGOMERY ST STE 501 CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 2019461100 MAIL ADDRESS: STREET 1: C/O FUNDTECH CORP STREET 2: 30 MONTGOMERY ST STE 501 CITY: JERSEY CITY STATE: NJ ZIP: 07302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAL INDUSTRIES & INVESTMENTS LTD CENTRAL INDEX KEY: 0001051856 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 AZRIELI CENTER, TRIANGLE TOWER STREET 2: 45TH FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 BUSINESS PHONE: 97236075794 MAIL ADDRESS: STREET 1: 3 AZRIELI CENTER, TRIANGLE TOWER STREET 2: 45TH FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 SC 13D/A 1 zk1110108.htm SC 13 D/A zk1110108.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)
 
Under the Securities Exchange Act of 1934
(Amendment No. 19)
 
FUNDTECH LTD.
(Name of Issuer)
 
ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE
(Title of Class of Securities)
 
M47095100
(CUSIP Number)
 
NITSA EINAN, ADV.
CLAL INDUSTRIES AND INVESTMENTS LTD.
3 AZRIELI CENTER, TRIANGLE TOWER
TEL AVIV, 67023
ISRAEL
TEL: +972 (3) 607-5794
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 26, 2011 
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. M47095100
Schedule 13D
Page 2 of 14 Pages
 
1
NAME OF REPORTING PERSON
 
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) o
3
SEC Use Only
 
 
4 SOURCE OF FUNDS*
 
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
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
 
8,801,398 shares
9
SOLE DISPOSITIVE POWER
 
0
10 SHARED DISPOSITIVE POWER
 
8,799,398 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,801,398 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
57.8%1
14 TYPE OF REPORTING PERSON*
 
CO
 
1 
The percentage is based on 15,235,719 Ordinary Shares outstanding as of June 23, 2011, as disclosed by the Issuer.
 
 
 
 
 
CUSIP No. M47095100
Schedule 13D
Page 3 of 14 Pages
 
1
NAME OF REPORTING PERSON
 
IDB Development Corporation Ltd. (no U.S. I.D. number)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC Use Only
 
 
4 SOURCE OF FUNDS*
 
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
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
 
8,903,007 shares 1
9
SOLE DISPOSITIVE POWER
 
0
10 SHARED DISPOSITIVE POWER
 
8,901,007 shares 1
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,903,007 shares 1
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
x2
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
58.4%3
14 TYPE OF REPORTING PERSON*
 
CO
 
1
IDB Development Corporation Ltd. (“IDB Development”) may be deemed to beneficially own:  (i) 8,801,398 Ordinary Shares beneficially owned by Clal Industries and Investments Ltd. (“Clal Industries”), a subsidiary of IDB Development; (ii) 101,609 Ordinary Shares beneficially owned by Clal Insurance Enterprises Holdings Ltd. (“CIEH”), a subsidiary of IDB Development; (iii) 22,121 Ordinary Shares held by mutual funds managed by subsidiaries of CIEH; and (iv) 500 Ordinary Shares held for the benefit of clients of companies controlled by Epsilon Investment House Ltd., an indirect subsidiary of IDB Development (the Ordinary Shares described in clauses (iii) and (iv), the “CIEH and Epsilon Shares”).  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all Ordinary Shares reported in this Schedule 13D, except to the extent of any pecuniary interest therein.
2
Excludes the CIEH and Epsilon Shares.
3
The percentage is based on 15,235,719 Ordinary Shares outstanding as of June 23, 2011, as disclosed by the Issuer.
 
 
 
 
 
CUSIP No. M47095100
Schedule 13D
Page 4 of 14 Pages
 
1
NAME OF REPORTING PERSON
 
IDB Holding Corporation Ltd. (no U.S. I.D. number)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC Use Only
 
 
4 SOURCE OF FUNDS
 
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
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
 
8,903,007shares 1
9
SOLE DISPOSITIVE POWER
 
0
10 SHARED DISPOSITIVE POWER
 
8,901,007 shares 1
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,903,007 shares 1
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
x2
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
58.4%3
14 TYPE OF REPORTING PERSON*
 
CO
 
1
The Reporting Person may be deemed to beneficially own 8,903,007 Ordinary Shares that may be deemed to be beneficially owned by IDB Development Corporation Ltd. (“IDB Development”), its wholly-owned subsidiary.  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all Ordinary Shares reported in this Schedule 13D, except to the extent of any pecuniary interest therein.
2
Excludes the CIEH and Epsilon Shares.
3
The percentage is based on 15,235,719 Ordinary Shares outstanding as of June 23, 2011, as disclosed by the Issuer.
 
 
 
 
 
 
CUSIP No. M47095100
Schedule 13D
Page 5 of 14 Pages
 
1
NAME OF REPORTING PERSON
 
Nochi Dankner
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC Use Only
 
 
4 SOURCE OF FUNDS
 
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
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
 
8,903,007shares 1
9
SOLE DISPOSITIVE POWER
 
0
10 SHARED DISPOSITIVE POWER
 
8,901,007 shares 1
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,903,007shares 1
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
x2
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
58.4%3
14 TYPE OF REPORTING PERSON*
 
IN
 
1
The Reporting Person may be deemed to beneficially own 8,903,007 Ordinary Shares that may be deemed to be beneficially owned by IDB Development Corporation Ltd. (“IDB Development”), its wholly-owned subsidiary.  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all Ordinary Shares reported in this Schedule 13D, except to the extent of any pecuniary interest therein.
2
Excludes the CIEH and Epsilon Shares.
3
The percentage is based on 15,235,719 Ordinary Shares outstanding as of June 23, 2011, as disclosed by the Issuer.
 
 
 
 
 
CUSIP No. M47095100
Schedule 13D
Page 6 of 14 Pages
 
1
NAME OF REPORTING PERSON
 
Shelly Dankner-Bergman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC Use Only
 
 
4 SOURCE OF FUNDS
 
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
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
 
8,903,007shares 1
9
SOLE DISPOSITIVE POWER
 
0
10 SHARED DISPOSITIVE POWER
 
8,901,007 shares 1
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,903,007 shares 1
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
x2
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
58.4%3
14 TYPE OF REPORTING PERSON*
 
IN
 
1
The Reporting Person may be deemed to beneficially own 8,903,007 Ordinary Shares that may be deemed to be beneficially owned by IDB Holding Corporation Ltd. (“IDB Holding”).  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all Ordinary Shares reported in this Schedule 13D, except to the extent of any pecuniary interest therein.
2
Excludes the CIEH and Epsilon Shares.
3
The percentage is based on 15,235,719 Ordinary Shares outstanding as of June 23, 2011, as disclosed by the Issuer.
 
 
 
 
 
CUSIP No. M47095100
Schedule 13D
Page 7 of 14 Pages
 
1
NAME OF REPORTING PERSON
 
Avraham Livnat
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC Use Only
 
 
4 SOURCE OF FUNDS
 
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
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
 
8,903,007 shares 1
9
SOLE DISPOSITIVE POWER
 
0
10 SHARED DISPOSITIVE POWER
 
8,901,007 shares 1
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,903,007 shares 1
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
x2
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
58.4%3
14 TYPE OF REPORTING PERSON*
 
IN
 
1
The Reporting Person may be deemed to beneficially own 8,903,007 Ordinary Shares that may be deemed to be beneficially owned by IDB Holding Corporation Ltd. (“IDB Holding”).  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all Ordinary Shares reported in this Schedule 13D, except to the extent of any pecuniary interest therein.
2
Excludes the CIEH and Epsilon Shares.
3
The percentage is based on 15,235,719 Ordinary Shares outstanding as of June 23, 2011, as disclosed by the Issuer.
 
 
 
 
 
 
CUSIP No. M47095100
Schedule 13D
Page 8 of 14 Pages
 
1
NAME OF REPORTING PERSON
 
Ruth Manor
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC Use Only
 
 
4 SOURCE OF FUNDS
 
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
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
 
8,903,007 shares 1
9
SOLE DISPOSITIVE POWER
 
0
10 SHARED DISPOSITIVE POWER
 
8,901,007 shares 1
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,903,007 shares 1
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
x2
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
58.4%3
14 TYPE OF REPORTING PERSON*
 
IN
 
1
The Reporting Person may be deemed to beneficially own 8,903,007 Ordinary Shares that may be deemed to be beneficially owned by IDB Holding Corporation Ltd. (“IDB Holding”).  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all Ordinary Shares reported in this Schedule 13D, except to the extent of any pecuniary interest therein.
2
Excludes the CIEH and Epsilon Shares.
3
The percentage is based on 15,235,719 Ordinary Shares outstanding as of June 23, 2011, as disclosed by the Issuer.
 
 
 
 
 
This Amendment No. 19 to Schedule 13D (this “Amendment No. 19”) relates to and amends and supplements the Statement of Beneficial Ownership on Schedule 13D (as amended from time to time, the “Statement”) with respect to ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of Fundtech Ltd. (the “Issuer”), previously filed with the Securities and Exchange Commission (“SEC”) by the Reporting Persons.
 
Unless otherwise defined in this Amendment No. 19, capitalized terms have the meanings given to them in the Statement.  Except as specifically provided herein, this Amendment No. 19 does not modify any of the information previously reported on the Statement.
 
ITEM 2. IDENTITY AND BACKGROUND
 
Item 2 of the Statement is hereby amended and supplemented as follows:
 
As of June 30, 2011 (based, among other things, on information provided to the Reporting Persons):
 
(a), (b) and (c):
 
IDB Development Corporation Ltd. (“IDB Development”), an Israeli private company and wholly-owned subsidiary of IDB Holding Corporation Ltd. (“IDB Holding”), an Israeli public company traded on the Tel Aviv Stock Exchange, held approximately 60.54% of the issued share capital and voting rights of Clal Industries and Investments Ltd. (“Clal Industries”), an Israeli public company traded on the Tel Aviv Stock Exchange.
 
Ganden Holdings Ltd. (“Ganden Holdings”), a private Israeli company, held, directly and through Ganden Investments I.D.B. Ltd. (“Ganden Investments”), a private Israeli company which is an indirect wholly-owned subsidiary of Ganden Holdings, approximately 54.72% of the issued share capital and voting rights of IDB Holding as follows: Ganden Investments held approximately 37.22% of the issued share capital and voting rights of IDB Holding, and Ganden Holdings held approximately 17.50% of the issued share capital and voting rights of IDB Holding. Shelly Danker-Bergman, through a private Israeli company which is wholly owned by her, held approximately 4.17% of the issued share capital and voting rights of IDB Holding.
 
The controlling shareholders of Ganden Holdings are Nochi Dankner, who held, directly and through a company controlled by him, approximately 56.30% of the issued share capital and voting rights of Ganden Holdings, and his sister, Shelly Danker-Bergman, who held approximately 12.41% of the issued share capital and voting rights of Ganden Holdings.  The aforementioned controlling shareholders are considered joint holders of approximately 68.71% of the issued share capital and voting rights of Ganden Holdings by virtue, inter alia, of a co-operation and pre-coordination agreement between them. Nochi Dankner’s control in Ganden Holdings also arises from an agreement signed by all the shareholders of Ganden Holdings, pursuant to which Nochi Dankner was granted, inter alia, veto rights at meetings of the Board of Directors and the shareholders of Ganden Holdings and its subsidiaries.
 
Manor Holdings B.A. Ltd. (“Manor Holdings”), a private Israeli company, held, directly and through Manor Investments - IDB Ltd. (“Manor Investments”), a private Israeli company, which is a subsidiary of Manor Holdings, approximately 13.30% of the issued share capital and voting rights of IDB Holding as follows: Manor Investments held approximately 10.25% of the issued share capital and voting rights of IDB Holding and Manor Holdings held approximately 3.05% of the issued share capital and voting rights of IDB Holding.
 
Isaac Manor and Ruth Manor and their four children, Dori Manor, Tamar Manor Morel, Michal Topaz and Sharon Vishnia, held all of the shares of Manor Investments through two private companies - Manor Holdings and Euro Man Automotive Ltd. (“Euro Man”), as follows: Ruth and Isaac Manor held all the shares of Manor Holdings, which held 60% of the shares of Manor Investments.  In addition, Ruth and Isaac Manor and their aforementioned children held all of the shares of Euro Man, which held 40% of the shares of Manor Investments, as follows: Ruth Manor and Isaac Manor each held 10% of the shares of Euro Man; Dori Manor, Tamar Manor Morel, Michal Topaz and Sharon Vishnia each held 20% of the shares of Euro Man.
 
 
Page 9 of 14
 
 
Avraham Livnat Ltd. (“Livnat”), a private Israeli company, held directly and through Avraham Livnat Investments (2002) Ltd. (“Livnat Investments”), a private Israeli company which is a wholly-owned subsidiary of Livnat, approximately 13.31% of the issued share capital and voting rights of IDB Holding as follows: Livnat Investments held 10.2% of the issued share capital and voting rights of IDB Holding and Livnat  held approximately 3.11% of the issued share capital and voting rights of IDB Holding.
 
Livnat Investments is wholly owned by Livnat, which is entirely held by Avraham Livnat and his three sons, Zeev Livnat, Zvi Livnat and Shay Livnat, as follows: Avraham Livnat held 75% of the voting rights in Livnat and Zvi Livnat held 25% of the voting rights in Livnat. In addition, each of Messrs. Zeev Livnat, Zvi Livnat and Shay Livnat held approximately 33.3% of the rights to capital in Livnat.
 
Ganden Investments, Manor Investments and Livnat Investments are parties to a shareholders agreement (as amended), for the maintaining and exercising of their joint control of IDB Holding, with respect to their aggregate holdings of (approximately) 51.7% of the issued share capital of IDB Holding, as follows: (i) Ganden Investments - approximately 31.02%; (ii) Manor Investments - approximately 10.34%; and (iii) Livnat Investments - approximately 10.34% (directly and through their parent companies) (“IDB Holding Shareholders Agreement”). The term of the IDB Holding Shareholders Agreement expires in May 2023.  The shareholders’ agreement is more fully described in Amendment No. 13 to the Statement filed on June 27, 2003.
 
It is hereby clarified that the additional holdings in IDB Holding are as follows: Ganden Holdings - approximately 17.5%, Ganden Investments - approximately 6.2%, Shelly Danker- Bergman (through a private Israeli company which is wholly owned by her) - approximately 4.17%, Manor Holdings - approximately 2.96% and Livnat - approximately 2.97%, are not included in the “controlling stake” as defined in the IDB Holding Shareholders Agreement.
 
The name, residence or business address, present principal occupation and citizenship of the executive officers and directors of (i) Clal Industries, (ii) IDB Holding and (iii) IDB Development are set forth in Exhibits 1, 2 and 3 attached to this Amendment No. 19, respectively, and incorporated herein by reference.
 
(d)    None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Exhibits 1, 2 or 3 to this Amendment No. 19, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors.
 
(e)    None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Exhibits 1, 2 or 3 to this Amendment No. 19, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as 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)    The citizenship of the Reporting Persons who are natural persons is Israel.  The citizenship of the directors and executive officers named in Exhibits 1, 2, or 3 is set forth on Exhibit 1, 2, 3, as applicable.
 
ITEM 4. PURPOSE OF THE TRANSACTION
 
Item 4 of the Statement is hereby amended and supplemented by incorporating Item 6 of this Amendment No. 19 by reference.
 
 
Page 10 of 14
 
 
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
 
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
 
The number of Ordinary Shares beneficially owned and the percentage of outstanding Ordinary Shares represented thereby for each of the Reporting Persons have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The percentages of ownership are based on 15,235,719 Ordinary Shares outstanding as of June 23, 2011, as disclosed by the Issuer.
 
(a)  As of June 27, 2011:
 
(1)           Clal Industries is the beneficial owner of 8,801,398 Ordinary Shares, constituting approximately 57.8% of the outstanding Ordinary Shares.
 
(2)           IDB Development may be deemed to beneficially own: (i) 8,801,398 Ordinary Shares beneficially owned by Clal Industries, a subsidiary of IDB Development; (ii) 101,609 Ordinary Shares beneficially owned by Clal Insurance Enterprises Holdings Ltd. (“CIEH”), a subsidiary of IDB Development; (iii) 22,121 Ordinary Shares held by mutual funds managed by subsidiaries of CIEH; and (iv) 500 Ordinary Shares held for the benefit of clients of companies controlled by Epsilon Investment House Ltd., an indirect subsidiary of IDB Development (the Ordinary Shares described in clauses (iii) and (iv), the “CIEH and Epsilon Shares”).  Excluding the CIEH and Epsilon Shares, IDB Development may be deemed to be the beneficial owner of an aggregate of 8,903,007 Ordinary Shares, constituting approximately 58.4% of the outstanding Ordinary Shares.
 
(3)           IDB Holding, Nochi Dankner, Shelley Dankner-Bergman, Avraham Livnat and Ruth Manor may be deemed to beneficially own 8,903,007 Ordinary Shares (excluding the CIEH and Epsilon Shares), constituting approximately 58.4% of the outstanding Ordinary Shares, that may be deemed to be beneficially owned by IDB Development.
 
(4)           To the knowledge of the Reporting Persons, none of the executive officer and directors listed on Exhibits 1 through 3 to this Amendment No. 19 beneficially owns any Ordinary Shares.
 
(b)  As of June 27, 2011:
 
(1) Clal Industries has shared voting power with respect to 8,801,398 Ordinary Shares and has shared dispositive power with respect to 8,799,398 Ordinary Shares.  
 
(2) Each of the other Reporting Persons may be deemed to have (excluding the CIEH and Epsilon Shares) shared voting power with respect to 8,903,007 Ordinary Shares and shared dispositive power with respect to 8,901,007 Ordinary Shares.
 
(c) Other than as set forth on Exhibit A, none of the Reporting Persons or, to the Reporting Persons’ knowledge, any of the executive officers and directors named in Exhibits 1 through 3 to this Amendment No. 19, purchased or sold any Ordinary Shares in the past 60 days.
 
(d) Not applicable.
 
(e) Not applicable.
 
Pursuant to Rule 13d-4 under the Exchange Act, each of the Reporting Persons (other than Clal Industries) disclaims beneficial ownership of all Ordinary Shares reported in this Schedule 13D, except to the extent of any pecuniary interest therein.
 
 
Page 11 of 14
 
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Item 6 of the Statement is hereby amended and supplemented as follows:
 
On June 26, 2011, the Issuer, S1 Corporation, a Delaware corporation (“S1”), and Finland Holdings (2011) Ltd., a company organized under the laws of Israel and a wholly-owned subsidiary of S1 (“Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”).  Pursuant to the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer surviving as the continuing corporation in the Merger and as a wholly-owned subsidiary of S1 (the “Merger”).  Following the Merger, S1 will be renamed Fundtech Corporation (in this capacity following the consummation of the Merger, “Fundtech Corporation”). Following the Merger, Ordinary Shares will cease to be listed on any stock exchange.
 
Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time“), each Ordinary Share issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive 2.72 shares of common stock (the “Exchange Ratio”), par value $0.01 per share, of S1 (“S1 Common Stock”).  Clal Industries is expected to beneficially own approximately 24% of the outstanding shares of Fundtech Corporation following the Merger. Under the Merger Agreement, certain significant shareholders of the Issuer, including Clal Industries based upon its holdings in the Issuer, are third-party beneficiaries of a provision of the Merger Agreement that requires S1 to enter into a registration and information rights agreement in the form attached as Exhibit D to the Merger Agreement.
 
In connection with the execution of the Merger Agreement, Clal Industries has entered into a Voting Agreement, dated as of June 26, 2011 (the “Voting Agreement”), with S1, pursuant to which it has agreed, subject to the terms and conditions thereof, at every meeting of the stockholders of the Issuer called, and at every postponement or adjournment thereof, to vote: (i) in favor of the approval of the Merger Agreement and the Merger and all the transactions contemplated by the Merger Agreement; and (ii) against any alternative business combination transaction (the “Voting Commitment”).  Clal Industries’ Voting Commitment will expire on the first to occur of (a) the termination of the Merger Agreement pursuant to Article VIII thereof, (b) the occurrence of a “Company Change of Recommendation” (as defined in the Merger Agreement) pursuant to Section 6.6(e) of the Merger Agreement or (c) the Effective Time.
 
The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and Voting Agreement, each of which is incorporated herein by reference.
 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
 
Exhibit No.
 
Description
Exhibit A
  
Transactions in Ordinary Shares Effected During the Past 60 Days.
Exhibit 1
  
Name, citizenship, business address and present principal occupation of executive officers and directors of Clal Industries.
Exhibit 2
  
Name, citizenship, business address and present principal occupation of executive officers and directors of IDB Development.
Exhibit 3
  
Name, citizenship, business address and present principal occupation of executive officers and directors of IDB Holding.
Exhibits 4-9*
  
Joint Filing Agreements filed with Amendment No. 14 filed on September 17, 2007
Exhibit 10
  
Agreement and Plan of Merger and Reorganization, dated as of June 26, 2011, by and among S1 Corporation, Finland Holdings (2011) Ltd. and Fundtech Ltd. (incorporated herein by reference to Exhibit 99.1 to a Report of Foreign Private Issuer on Form 6-K filed by the Issuer on June 27, 2011)
Exhibit 11
  
Voting Agreement, dated as of June 26, 2011, by and among S1 Corporation and Clal Industries and Investments Ltd. (incorporated herein by reference to Exhibit 99.2 to a Report of Foreign Private Issuer on Form 6-K filed by the Issuer on June 27, 2011)
 
* Previously filed.
 
 
Page 12 of 14
 
 
SIGNATURES
 
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Date: June 30, 2011
 
 
CLAL INDUSTRIES AND INVESTMENTS LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY DANKNER-BERGMAN
AVRAHAM LIVNAT
RUTH MANOR
  
       
 
By:
/s/ Yehuda Ben Ezra  
   
Yehuda Ben Ezra
  
       
 
By:
/s/ Gonen Bieber  
   
Gonen Bieber
  
       
  Yehuda Ben Ezra and Gonen Bieberare are authorized signatories of Clal Industries and Investments Ltd. for itself and on behalf of IDB Holding Corporation Ltd., IDB Development Corporation Ltd., Nochi Dankner, Shelly Dankner-Bergman, Avraham Livnat and Ruth Manor pursuant to the agreements annexed as Exhibits 4-9 to Amendment No. 14 to the Statement.
 
 
Page 13 of 14
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
Exhibit A
  
Transactions in Ordinary Shares Effected During the Past 60 Days.
Exhibit 1
  
Name, citizenship, business address and present principal occupation of executive officers and directors of Clal Industries.
Exhibit 2
  
Name, citizenship, business address and present principal occupation of executive officers and directors of IDB Development.
Exhibit 3
  
Name, citizenship, business address and present principal occupation of executive officers and directors of IDB Holding.
Exhibits 4-9*
  
Joint Filing Agreements filed with Amendment No. 14 filed on September 17, 2007
Exhibit 10
  
Agreement and Plan of Merger and Reorganization, dated as of June 26, 2011, by and among S1 Corporation, Finland Holdings (2011) Ltd. and Fundtech Ltd. (incorporated herein by reference to Exhibit 99.1 to a Report of Foreign Private Issuer on Form 6-K filed by the Issuer on June 27, 2011)
Exhibit 11
  
Voting Agreement, dated as of June 26, 2011, by and among S1 Corporation and Clal Industries and Investments Ltd. (incorporated herein by reference to Exhibit 99.2 to a Report of Foreign Private Issuer on Form 6-K filed by the Issuer on June 27, 2011)
 
* Previously filed.
 
Page 14 of 14
 
 
 EX-99 2 exhibit_a.htm EXHIBIT A exhibit_a.htm
Exhibit A
 
Transactions in Ordinary Shares Effected During the Past 60 Days
 
None of the following transactions were effected by Clal Industries or any of its subsidiaries.
 
Date
Shares Purchased (Sold)
Average Price
4/27/2011
(68)
$17.63
4/27/2011
35
19.06
4/28/2011
10
17.28
5/1/2011
(7)
17.13
5/1/2011
(70)
17.23
5/2/2011
(39)
17.26
5/2/2011
22
17.26
5/2/2011
(114)
17.36
5/3/2011
10
16.83
5/3/2011
(70)
17.08
5/4/2011
(19)
17.47
5/4/2011
(117)
17.01
5/4/2011
90
17.01
5/4/2011
42
17.47
5/4/2011
(10)
17.47
5/5/2011
(15)
17.50
5/5/2011
300
17.45
5/5/2011
(34)
17.28
5/8/2011
(41)
17.70
5/8/2011
(5)
18.08
5/11/2011
(31)
18.38
5/11/2011
(251)
18.30
5/11/2011
132
18.12
5/11/2011
202
18.29
5/11/2011
101
18.32
5/11/2011
238
18.33
5/11/2011
14
18.38
5/12/2011
(264)
18.35
5/16/2011
22
18.83
5/16/2011
33
18.83
5/16/2011
(113)
18.90
5/16/2011
7
18.83
5/17/2011
(36)
19.05
5/17/2011
118
19.05
5/17/2011
(163)
18.98
5/17/2011
(50)
19.05
5/17/2011
16
19.05
5/18/2011
(13)
18.98
5/19/2011
(14)
18.80
5/19/2011
(103)
18.80
5/19/2011
(45)
18.92
5/19/2011
(12)
18.95
5/23/2011
14
18.67
5/23/2011
(37)
18.59
5/23/2011
4
18.67
5/24/2011
(23)
18.41
 
 
 
 
 
5/24/2011
19
18.41
5/24/2011
484
18.71
5/24/2011
(15)
18.41
5/25/2011
(23)
18.09
5/25/2011
190
18.29
5/26/2011
(15)
18.37
5/26/2011
143
18.25
5/26/2011
307
18.37
5/26/2011
(34)
18.25
5/26/2011
(28)
18.37
5/29/2011
(119)
18.20
5/30/2011
(19)
18.08
5/30/2011
(35)
18.08
5/30/2011
(186)
18.22
5/31/2011
(36)
18.16
5/31/2011
(61)
18.31
5/31/2011
61
18.31
6/01/2011
(151)
17.84
6/02/2011
(21)
17.37
6/02/2011
(73)
17.28
6/02/2011
(73)
17.28
6/02/2011
(46)
17.29
6/02/2011
(152)
17.31
6/02/2011
(208)
17.38
6/02/2011
(173)
17.44
6/06/2011
(13)
17.31
6/06/2011
(48)
17.24
6/06/2011
(74)
17.19
6/09/2011
(27)
16.85
6/12/2011
(28)
16.94
6/12/2011
(96)
16.86
6/12/2011
(33)
16.94
6/12/2011
55
16.73
6/12/2011
(11)
16.94
6/12/2011
(53)
16.86
6/12/2011
(67)
16.94
6/13/2011
(36)
17.17
6/13/2011
(200)
17.00
6/13/2011
(44)
16.86
6/13/2011
42
16.86
6/14/2011
(169)
17.46
6/14/2011
(646)
17.46
6/14/2011
(96)
17.46
6/14/2011
17
17.46
6/15/2011
(25)
20.26
6/15/2011
142
19.97
6/15/2011
12
20.26
6/15/2011
(189)
20.43
6/15/2011
150
19.91
6/15/2011
107
19.94
 
 
 
 
 
6/15/2011
75
19.97
6/15/2011
6
20.26
6/15/2011
69
20.33
6/16/2011
(18)
21.41
6/16/2011
(1,717)
21.02
6/19/2011
(20)
20.92
6/20/2011
(8)
20.56
6/21/2011
(11)
19.72
6/21/2011
(68)
19.89
6/21/2011
(88)
19.90
6/21/2011
(44)
19.91
6/22/2011
29
19.76
6/22/2011
9
19.76
6/22/2011
18
19.83
6/22/2011
(86)
19.89
6/22/2011
(9)
19.76
6/23/2011
(43)
19.58
6/23/2011
(13)
19.67
6/23/2011
(30)
19.67
6/26/2011
13
19.33
6/26/2011
(13)
19.33
6/27/2011
(13)
20.08
6/27/2011
(147)
$19.82
6/29/2011
(56,277)
N/A*
 
All of the above transactions (other than as noted below) were effected on the Tel Aviv Stock Exchange.  The average price is expressed in U.S. dollars, converted based on an exchange rate of 3.415 NIS to one US dollar as of June 30, 2011, and rounded to the nearest whole cent.  All of the above transactions (other than as noted below) were effected by IDB Development through Clal Finance Ltd., its indirect subsidiary.
 
*           On June 29, 2011, Clal Finance Ltd., an indirect subsidiary of IDB Development, sold all of its shares in its subsidiaries that issued index linked certificates to Meitav Investment House, an unaffiliated third-party.  Therefore, as of such date, IDB Development may be deemed to have sold 56,277 Ordinary Shares.
 
 EX-99 3 exhibit_1.htm EXHIBIT 1 exhibit_1.htm
Exhibit 1
 
Executive Officers and Directors of
Clal Industries and Investments Ltd.
(as of June 30, 2011)

Citizenship is same as country of address, unless otherwise noted.

Name & Address
Position
Present Principal Occupation
Nochi Dankner
Chairman of the Board of Directors
Chairman of IDB Holding; IDB Development, Discount Investment Corporation Ltd. and Clal Industries and Investments Ltd.; Businessman and director of companies.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Avi Fischer
Director & Co-Chief Executive Officer
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd.
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
Refael Bisker
Director
Chairman of Property and Building Corporation Ltd. Co-Chairman of Shufersal Ltd.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Marc Schimmel
Director
Co-Managing Director of UKI Investments.
54-56 Euston St., London NW1,
United Kingdom
 
Yecheskel Dovrat
Director
Economic consultant & director of companies.
1 Nachshon Street, Ramat Hasharon 47301, Israel
 
Eliahu Cohen
Director
Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower 44th floor, Tel-Aviv 67023, Israel
 
Shay Livnat
Director
President of Zoe Holdings Ltd.
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
David Leviatan
Director
Director of companies.
18 Mendele Street, Herzelia 46709, Israel
 
Isaac Manor (*)
Director
Chairman of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
Dori Manor (*)
Director
Chief Executive Officer of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
Adiel Rosenfeld
Director
Representative in Israel of the Aktiva group.
42 Ha'Alon Street, Timrat 23840, Israel
 
 
 
 
 
Liora Polachek
External Director
Independent Lawyer, Partner and Director at  Sitan Polachek Attorney.
46 He Beiyyar St., Tel Aviv ,
Israel
 
Zeev Ben- Asher
External Director
Managers Coacher and organizational consultant.
20 Carmely St., Ramt-Gan ,
Israel
 
 
Zvi Livnat
Co-Chief Executive Officer
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd..
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
Boaz Simons
Senior Vice President
Senior Vice President of Clal Industries and Investments Ltd..
3 Azrieli Center, The Triangular Tower 45th floor, Tel-Aviv 67023, Israel
 
Guy Rosen
Senior Vice President
Senior Vice President of Clal Industries and Investments Ltd.; Deputy Chairman of IDB Tourism Ltd..
3 Azrieli Center, The Triangular Tower 45th floor, Tel-Aviv 67023, Israel
 
Gonen Bieber (**)
Vice President and Chief Financial Officer
Vice President and Chief Financial Officer of Clal Industries and Investments Ltd.; Vice President and finance manager of IDB Development; Finance manager of IDB Holding.
3 Azrieli Center, The Triangular Tower 45th floor, Tel-Aviv 67023, Israel
 
   
Nitsa Einan
Vice President and General Counsel
General Counsel of Clal Industries and Investments Ltd. and Clal Biotechnology Industries Ltd.
3 Azrieli Center, The Triangular Tower 45th floor, Tel-Aviv 67023, Israel
 
Yehuda Ben Ezra
Vice President & Comptroller
Comptroller of Clal Industries and Investments Ltd..
3 Azrieli Center, The Triangular Tower 45th floor, Tel-Aviv 67023, Israel

(*) 
Dual citizen of Israel and France.
(**) 
Dual citizen of Israel and Germany.
 
 EX-99 4 exhibit_2.htm EXHIBIT 2 exhibit_2.htm
Exhibit 2
 
Directors and Executive Officers of
IDB Development Corporation Ltd.
(as of June 30, 2011)
 
Citizenship is the same as country of address, unless otherwise noted.

Name & Address
Position
Present Principal Occupation
Nochi Dankner
Chairman of the Board of Directors
Chairman of IDB Holding, IDB Development, Discount Investment Corporation Ltd. and Clal Industries and Investments Ltd.; Businessman and director of companies.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Zehava Dankner
Director
Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel
 
Avi Fischer
Deputy Chairman of the Board of Directors
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd..
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
Zvi Livnat
Deputy Chairman of the Board of Directors
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd..
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
Refael Bisker
Director
Chairman of Property and Building Corporation Ltd.; Co-Chairman of Shufersal Ltd.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Jacob Schimmel
Director
Co-Managing Director of UKI Investments.
7 High field Gardens,
London NW11 9HD, United Kingdom
 
Shay Livnat
Director
President of Zoe Holdings Ltd.
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
Eliahu Cohen
Director and Chief Executive Officer
Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower 44th floor, Tel-Aviv 67023, Israel
 
Isaac Manor (*)
Director
Chairman of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
Dori Manor (*)
Director
Chief Executive Officer of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
Abraham Ben Joseph
Director
Director of companies.
87 Haim Levanon Street,
Tel-Aviv 69345, Israel
 
 
 
 
 
Amos Malka
Director
Director of companies
18 Nahal Soreq Street,
Modi'in 71700, Israel
 
Prof. Yoram Margalioth
Director
Senior lecturer (expert on tax laws) at the Faculty of Law in the Tel Aviv University.
16 Ha'efroni Street,
Raanana 43724, Israel
 
Irit Izakson
Director
Director of companies.
15 Great Matityahou Cohen Street,
Tel-Aviv 62268, Israel
 
Lior Hannes
Senior Executive Vice  President
Senior Executive Vice President of IDB Development; Chief Executive Officer of IDB Investments (U.K.) Ltd.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Dr. Eyal Solganik
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief Financial Officer of IDB Development; Chief Financial Officer of IDB Holding.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Ari Raved
Vice President
Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Gonen Bieber **
Vice President and finance manager
Vice President and Chief Financial Officer of Clal Industries and Investments Ltd.; Vice President and finance manager of IDB Development; Finance manager of IDB Holding.
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
 
Haim Gavrieli
Executive Vice President
Chief Executive Officer of IDB Holding; Executive Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Haim Tabouch
Vice President Comptrolling
Vice President Comptrolling of IDB Development; Comptroller of IDB Holding.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Amir Harosh
Comptroller
Comptroller of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel

 (*) 
Dual citizen of Israel and France.
(**) 
Dual citizen of Israel and Germany.
 
 
 EX-99 5 exhibit_3.htm EXHIBIT 3 exhibit_3.htm
Exhibit 3
 
Directors and Executive Officers of
IDB Holding Corporation Ltd.
(as of June 30, 2011)
 
Citizenship is the same as country of address, unless otherwise noted.
 
Name & Address
Position
Current Principal Occupation
Nochi Dankner
Chairman of the Board of Directors
Chairman of IDB Holding, IDB Development, Discount Investment Corporation Ltd. and Clal Industries and Investments Ltd.; Businessman and director of companies.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Isaac Manor (*)
Deputy Chairman of the Board of Directors
Chairman of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
Arie Mientkavich
Vice Chairman of the Board of Directors
Chairman of Elron; Deputy Chairman of Gazit-Globe Ltd. and Chairman of Gazit-Globe Israel (Development) Ltd.
3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel
Zehava Dankner
Director
Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel
 
Lior Hannes
Director
Senior Executive Vice President of IDB Development; Chief Executive Officer of IDB Investments (U.K.) Ltd.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Refael Bisker
Director
Chairman of Property and Building Corporation Ltd.; Co-Chairman of Shufersal Ltd.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Jacob Schimmel
Director
Co-Managing Director of UKI Investments.
7 High field Gardens,
London NW11 9HD, United Kingdom
 
Shaul Ben-Zeev
Director
Chief Executive Officer of Avraham Livnat Ltd.
Taavura Junction, Ramle 72102, Israel
 
 
Eliahu Cohen
Director
Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Dori Manor (*)
Director
Chief Executive Officer of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
 
 
 
 
Meir Rosenne
Director
Attorney.
8 Oppenheimer Street, Ramat Aviv,
Tel Aviv 69395, Israel
 
Shmuel Dor
External Director
Head of auditing of subsidiaries of Clalit Health Services
7 Tarad Street, Ramat Gan 52503, Israel
 
Zvi Dvoresky
External Director
Chief Executive Officer of Beit Kranot Trust Ltd.
3 Biram Street, Haifa 34986, Israel
 
Zvi Livnat
Director and Executive Vice President
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd..
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
Haim Gavrieli
Chief Executive Officer
Chief Executive Officer of IDB Holding; Executive Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Avi Fischer
Executive Vice President
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd..
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
Dr. Eyal Solganik
Chief Financial Officer
Chief Financial Officer of IDB Holding; Executive Vice President and Chief Financial Officer of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 
Haim Tabouch
Comptroller
Comptroller of IDB Holding; Vice President Comptrolling of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
 

(*) 
Dual citizen of Israel and France.