-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A7GCfWaiEvhs7jcE2HG1jonvdCgsAEpOh/Guou1MoyxLku8TuRMYekiNqSFc+2f1 YSqoayoL3v6o+fLiFE6OsQ== 0001178913-06-001512.txt : 20060814 0001178913-06-001512.hdr.sgml : 20060814 20060814122115 ACCESSION NUMBER: 0001178913-06-001512 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060814 DATE AS OF CHANGE: 20060814 GROUP MEMBERS: AVRAHAM LIVNAT GROUP MEMBERS: DEP TECHNOLOGY HOLDINGS LTD. GROUP MEMBERS: ELRON ELECTRONIC INDUSTRIES LTD. GROUP MEMBERS: IDB DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: IDB HOLDING CORPORATION LTD. GROUP MEMBERS: NOCHI DANKNER GROUP MEMBERS: RDC RAFAEL DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: RUTH MANOR GROUP MEMBERS: SHELLY BERGMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIVEN IMAGING LTD CENTRAL INDEX KEY: 0001126140 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62155 FILM NUMBER: 061028184 BUSINESS ADDRESS: STREET 1: 2 HA CARMEL ST STREET 2: NEW INDUSTRIAL PARK CITY: YOQNEAM STATE: L4 ZIP: 20692 MAIL ADDRESS: STREET 1: 2 HA CARMEL ST CITY: YOQNEAM STATE: L4 ZIP: 20692 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOUNT INVESTMENT CORP LTD CENTRAL INDEX KEY: 0001206713 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 AZRIELI CENTER STREET 2: TRIANGLE BLDG 43RD FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 BUSINESS PHONE: 01197236075860 SC 13D/A 1 zk62824.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) * GIVEN IMAGING LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares - -------------------------------------------------------------------------------- (Title of Class of Securities) 2797140 - -------------------------------------------------------------------------------- (CUSIP Number) Paul Weinberg, Adv. Elron Electronic Industries Ltd. The Triangular Tower, 42nd Floor 3 Azrieli Center, Tel Aviv 67023 Israel Tel: +972 3 6075555 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 2006 - -------------------------------------------------------------------------------- (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. See ss.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). Page 1 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RDC Rafael Development Corporation Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 2,662,110 Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 2,662,110 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,662,110 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 2 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) DEP Technology Holdings Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 2,662,110 Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 2,662,110 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,662,110 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Elron Electronic Industries Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 11,286,975 (1) Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 11,286,975 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,286,975 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 40.2% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Includes 4,002,162 Ordinary Shares owned by Discount Investment Corporation Ltd. ("DIC"), which Elron Electronic Industries Ltd. ("Elron") may be deemed to share voting power of, and to beneficially own, as a result of a voting agreement between Elron and DIC described in Item 6 of Amendment No. 1 on Schedule 13D/A previously filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Issuer. Page 4 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Discount Investment Corporation Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [X] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 11,286,975 Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 11,286,975 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,286,975 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 40.2% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 5 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) IDB Development Corporation Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 11,286,975 (1) Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 11,286,975 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,286,975 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] (*) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 40.2% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Does not include 268,580 Ordinary Shares held for members of the public through mutual funds, provident funds, pension funds, exchange traded funds and insurance policies which are managed by companies controlled by Clal Insurance Enterprises Holdings Ltd., a majority owned subsidiary of the Reporting Person (the "Funds Shares"). The Reporting Person disclaims beneficial ownership of the Funds Shares. (*) Excludes the Funds Shares. Page 6 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) IDB Holding Corporation Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 11,286,975 (1) Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 11,286,975 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,286,975 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] (*) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 40.2% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Does not include the Funds Shares. The Reporting Person disclaims beneficial ownership of the Funds Shares. (*) Excludes the Funds Shares. Page 7 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Nochi Dankner - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 11,286,975 (1) Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 11,286,975 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,286,975 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] (*) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 40.2% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Does not include the Funds Shares. The Reporting Person disclaims beneficial ownership of the Funds Shares. (*) Excludes the Funds Shares. Page 8 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Shelly Bergman - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 11,286,975 (1) Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 11,286,975 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,286,975 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] (*) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 40.2% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Does not include the Funds Shares. The Reporting Person disclaims beneficial ownership of the Funds Shares. (*) Excludes the Funds Shares. Page 9 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ruth Manor - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 11,286,975 (1) Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 11,286,975 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,286,975 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] (*) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 40.2% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Does not include the Funds Shares. The Reporting Person disclaims beneficial ownership of the Funds Shares. (*) Excludes the Funds Shares. Page 10 of 27 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Avraham Livnat - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 11,286,975 (1) Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 11,286,975 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,286,975 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] (*) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 40.2% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Does not include the Funds Shares. The Reporting Person disclaims beneficial ownership of the Funds Shares. (*) Excludes the Funds Shares. Page 11 of 27 pages This Amendment No. 5 on Schedule 13D/A (the "Amendment") amends the Statement on Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by RDC, DEP, Elron, DIC, IDB Development, IDB Holding, Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat (the "Reporting Persons") (the "Statement") with respect to the ordinary shares, par value New Israeli Shekel 0.05 per share (the "Ordinary Shares"), of Given Imaging Ltd. (the "Issuer") to the extent specified herein. Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Statement. The Amendment is filed by the Reporting Persons in connection with changes in their ownership of the Ordinary Shares as a result of the purchase of Ordinary Shares by Elron and DIC in a series of transactions on the open market from July 31, 2006 through August 8, 2006. The following amends and supplements Items 2, 3, 4, 5 and 7 of the Statement. ITEM 2. IDENTITY AND BACKGROUND (a), (b) and (c): The Reporting Persons. The address of Shelly Bergman is 9 Hamishmar Ha'Ezrachi Street, Afeka, Tel Aviv 69697, Israel. The following information in this Item 2 amends the information previously provided in Item 2 of the Statement. See the Statement for additional information provided in Item 2 of the Statement that is not being amended. As of August 2, 2006: DIC owned approximately 48% of the outstanding shares of Elron. IDB Development owned approximately 76% of the outstanding shares of DIC. IDB Holding owned approximately 72% of the outstanding shares of IDB Development. Nochi Dankner (together with a private company controlled by him) and Shelly Bergman owned approximately 56.7% and 12.8% respectively of the outstanding shares of, and control, Ganden Holdings. Other than Shelly Bergman, only one of Ganden Holdings' other shareholders, owning approximately 1.7% of Ganden Holdings' outstanding shares, had a tag along right granted to it by Nochi Dankner to participate in certain sales of Ganden Holdings' shares by Nochi Dankner, and such shareholder agreed to vote all its shares of Ganden Holdings in accordance with Nochi Dankner's instructions. In addition to approximately 31.02% of the outstanding shares of IDB Holding owned by Ganden, which is controlled by Nochi Dankner and Shelly Bergman through Ganden Holdings, Ganden owned directly approximately 6.7% of the outstanding shares of IDB Holding, Ganden Holdings itself owned directly approximately 11.7% of the outstanding shares of IDB Holding, and a private Israeli corporation which is wholly owned by Shelly Bergman owned approximately 7.2% of the outstanding shares of IDB Holding. These additional shares of IDB Holding are not subject to the Shareholders Agreement. Substantially all of these additional shares of IDB Holding owned by Ganden, Ganden Holdings and Shelly Bergman's wholly owned corporation as set forth above were acquired with borrowed funds and are subject to the rights of each respective shareholder's lending institution in the event of default. In addition to approximately 10.34% of the outstanding shares of IDB Holding owned by Manor, which is controlled by Ruth Manor, another private Israeli corporation which is controlled by her owned directly approximately 0.03% of the outstanding shares of IDB Holding. These additional shares of IDB Holding are not subject to the Shareholders Agreement. In addition to approximately 10.34% of the outstanding shares of IDB Holding owned by Livnat, which is controlled by Avraham Livnat, another private Israeli corporation which is controlled by him owned directly approximately 0.04% of the outstanding shares of IDB Holding. These additional shares of IDB Holding are not subject to the Shareholders Agreement. The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) RDC, (ii) DEP, (iii) Elron, (iv) DIC, (v) IDB Development and (vi) IDB Holding are set forth in Schedules A, B, C, D, E and F attached hereto, respectively, and incorporated herein by reference. These Schedules replace Schedules A, B, C, D, E and F previously attached to the Statement. Page 12 of 27 pages (d) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A, B, C, D, E and F to this Amendment, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors, except as provided below. On November 1, 2004 the Tel Aviv District Court adjudicated to accept the appeal of DIC, several past executive officers of DIC and one of its other current officers, to reverse the judgment of the Tel Aviv Magistrate's Court whereby they were convicted in February 2002 of certain criminal offenses under the Israeli Securities Act, 1968, as previously reported in the Statement, and to acquit them of all charges of allegedly committing such criminal offenses. In December 2004, the prosecution filed in the Supreme Court of Israel a request for leave to appeal against the aforesaid decision of the Tel Aviv District Court. This request of the prosecution has not yet been heard by the Supreme Court. As previously stated in the Statement, the activities underlying these legal proceedings ended in May 1995 and did not relate to or involve the Issuer or its business in any way. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION From July 31,2006 through August 8, 2006, each of Elron and DIC purchased an total of 539,721 Ordinary Shares in a series of open market transactions on the NASDAQ National Market System and the Tel Aviv Stock Exchange for an aggregate purchase price of $9,937,368.88 (excluding broker commissions), as set forth below in the response to Item 5. Each of Elron and DIC used their own respective own funds to acquire these Ordinary Shares. ITEM 4. PURPOSE OF TRANSACTION The Ordinary Shares acquired by Elron and DIC were purchased for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of August 9, 2006: RDC owned directly 2,662,110 Ordinary Shares, or approximately 9.5% of the outstanding Ordinary Shares. RDC shares the power to vote and dispose of these Ordinary Shares. DEP may be deemed beneficial owner of, and to share the power to vote and dispose of, these 2,732,310 Ordinary Shares. Elron owned directly 4,622,703 Ordinary Shares, or approximately 16.5% of the outstanding Ordinary Shares. Elron shares the power to vote and dispose of these Ordinary Shares, and may be deemed to share the power to vote and dispose of the 2,662,110 Ordinary Shares owned by RDC. Additionally, by reason of a voting agreement between Elron and DIC dated September 29, 2003, as described in Item 6 of Amendment No. 1 to the Statement, Elron shares the power to vote 4,002,162 Ordinary Shares owned by DIC. As a result of the foregoing, Elron may be deemed beneficial owner of a total of 11,286,975 Ordinary Shares, constituting approximately 40.2% of the outstanding Ordinary Shares. DIC owned directly 4,002,162 Ordinary Shares, or approximately 14.3% of the outstanding Ordinary Shares. DIC shares the power to vote and dispose of these Ordinary Shares, and may be deemed to share the power to vote and dispose of the 7,284,813 Ordinary Shares owned by RDC and Elron, or a total of 11,286,975 Ordinary Shares, constituting approximately 40.2% of the outstanding Ordinary Shares. IDB Development, IDB Holding and the Reporting Persons who are natural persons may each be deemed beneficial owner of, and to share the power to vote and dispose of, an aggregate of 11,286,975 Ordinary Shares held by RDC, Elron and DIC, or approximately 40.2% of the outstanding Ordinary Shares. As of June 30, 2006, there were 28,047,231 outstanding Ordinary Shares as reported by the Issuer under a Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 28, 2006. The percentages of the outstanding Ordinary Shares set forth above are based on this number. Information provided to the Reporting Persons indicates that the executive officers and directors of IDB Holding, IDB Development, DIC, Elron, DEP and RDC owned as of August 2, 2006 an aggregate of 16,878 Ordinary Shares (including 14,000 Ordinary Shares that may be acquired pursuant to options that are exercisable within 60 days of August 2, 2006 to purchase such shares from the Issuer). From July 31, 2006 through August 8, 2006, Elron and DIC purchased together a total of 1,079,442 Ordinary Shares for an aggregate purchase price of $19,874,737.76 (excluding broker commissions) in open market transactions on the NASDAQ National Market System and Tel Aviv Stock Exchange, and each such purchase transaction was divided equally between Elron and DIC. In these transactions each of Elron and DIC purchased a total of 539,721 Ordinary Shares for an aggregate purchase price of $9,937,368.88 (excluding broker commissions) as set forth below: Page 13 of 27 pages PURCHASES ON NASDAQ NATIONAL MARKET SYSTEM Amount of Ordinary Average Price per Share Date of transaction Shares (excluding commissions) - --------------------------- --------------------- --------------------------- July 31, 2006 67,550 $16.4369 - --------------------------- --------------------- --------------------------- August 1, 2006 21,239 $16.5030 - --------------------------- --------------------- --------------------------- August 2, 2006 58,750 $17.4728 - --------------------------- --------------------- --------------------------- August 3, 2006 51,000 $18.3283 - --------------------------- --------------------- --------------------------- August 4, 2006 32,500 $18.4939 - --------------------------- --------------------- --------------------------- August 7, 2006 29,750 $18.8991 - --------------------------- --------------------- --------------------------- August 8, 2006 250,000 $19.2392 - --------------------------- --------------------- --------------------------- PURCHASES ON THE TEL AVIV STOCK EXCHANGE Amount of Average Price per Share U.S.Dollar/NIS Date of transaction Ordinary Shares (excluding commissions) Exchange Rate - -------------------- ------------------- ------------------- --------------- August 6, 2006 2,045 $18.6431 $1 = NIS 4.396 - -------------------- ------------------- ------------------- --------------- August 7, 2006 26,864 $18.7468 $1 = NIS 4.396 - -------------------- ------------------- ------------------- --------------- August 8, 2006 23 $19.0144 $1 = NIS 4.364 - -------------------- ------------------- ------------------- -------------- Except as aforesaid, none of the Reporting Persons purchased or sold any Ordinary Shares since June 1, 2006. Information provided to the Reporting Persons indicates that except for 1,378 Ordinary Shares purchased on the Tel Aviv Stock Exchange at a price of NIS72.58 (approximately $16.52) per share on July 31, 2006 by the President and Chief Executive Officer of Elron, none of the executive officers and directors of IDB Holding, IDB Development, DIC, Elron, DEP and RDC purchased or sold any Ordinary Shares during the 60 days ending on August 2, 2006. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Schedules A, - Name, citizenship, residence or business address and present B, C, D, E principal occupation of the directors and executive officers and F of (i) RDC, (ii) DEP, (iii) Elron, (iv) DIC, (v) IDB Development and (vi) IDB Holding. Exhibit 1 - Letter Agreement dated August 10, 2006 between RDC and DIC authorizing DIC to file this Amendment and any amendments hereto on behalf of RDC. Exhibit 2 - Letter Agreement dated August 10, 2006 between DEP and DIC authorizing DIC to file this Amendment and any amendments hereto on behalf of DEP. Exhibit 3 - Letter Agreement dated August 10, 2006 between Elron and DIC authorizing DIC to file this Amendment and any amendments hereto on behalf of Elron. Exhibit 4 - Letter Agreement dated June 19, 2006 between IDB Development and DIC authorizing DIC to file this Amendment and any amendments hereto on behalf of IDB Development. Exhibit 5 - Letter Agreement dated June 19, 2006 between IDB Holding and DIC authorizing DIC to file this Amendment and any amendments hereto on behalf of IDB Holding. Exhibit 6 - Letter Agreement dated June 19, 2006 between Nochi Dankner and DIC authorizing DIC to file this Amendment and any amendments hereto on behalf of Nochi Dankner. Exhibit 7 - Letter Agreement dated June 19, 2006 between Shelly Bergman and DIC authorizing DIC to file this Amendment and any amendments hereto on behalf of Shelly Bergman. Exhibit 8 - Letter Agreement dated June 19, 2006 between Ruth Manor and DIC authorizing DIC to file this Amendment and any amendments hereto on behalf of Ruth Manor. Exhibit 9 - Letter Agreement dated June 19, 2006 between Avraham Livnat and DIC authorizing DIC to file this Amendment and any amendments hereto on behalf of Avraham Livnat. Page 14 of 27 pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct. Date: August 14, 2006 RDC RAFAEL DEVELOPMENT CORPORATION LTD. DEP TECHNOLOGY HOLDINGS LTD. ELRON ELECTRONIC INDUSTRIES LTD. DISCOUNT INVESTMENT CORPORATION LTD. IDB DEVELOPMENT CORPORATION LTD. IDB HOLDING CORPORATION LTD. NOCHI DANKNER SHELLY BERGMAN RUTH MANOR AVRAHAM LIVNAT BY: DISCOUNT INVESTMENT CORPORATION LTD. (signed) BY: _______________________________________ Michel Dahan and Kurt Keren, authorized signatories of Discount Investment Corporation Ltd., for itself and on behalf of RDC Rafael Development Corporation Ltd., DEP Technology Holdings Ltd., Elron Electronic Industries Ltd., IDB Development Corporation Ltd., IDB Holding Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat, pursuant to agreements annexed to this Amendment as Exhibits 1 through 9. Page 15 of 27 pages Schedule A Directors and Executive Officers of RDC RAFAEL DEVELOPMENT CORPORATION LTD. (as of August 2, 2006) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Ami Erel Chairman of the President and Chief Executive Officer of DIC. 3 Azrieli Center, The Triangular Tower, 44th Board of Directors floor, Tel-Aviv 67023, Israel Raanan Cohen Director Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Avishai Friedman Director Chief Executive Officer of RDC. Yoqneam Industrial Park, Building 7, Yoqneam 20600, Israel David Vaish Director Vice President for Finance & Chief Financial Rafael, Haifa, Israel Officer of Rafael Armament Development Authority Ltd. Yedidya Yaari Director President & Chief Executive Officer of Rafael Rafael, Haifa, Israel Armament Development Authority Ltd. Doron Birger (1) Director President & Chief Executive Officer of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Rinat Remler Director Vice President, Chief Financial Officer of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Yair Cohen Director Vice President of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Luva Drori Director Corporate Vice President, Business Development & Rafael, Haifa, Israel Marketing of Rafael Armament Development Authority Ltd. Ofir Gomeh Chief Financial Chief Financial Officer of RDC. Yoqneam Industrial Park, Building 7, Yoqneam Officer 20600, Israel
(1) As of August 2, 2006 Mr. Birger owned 2,878 Ordinary Shares. In addition, Mr. Birger holds options to purchase from the Issuer up to 14,000 Ordinary Shares (which options are exercisable immediately) and additional options to purchase from the Issuer up to 25,000 Ordinary Shares (which options are not exercisable within 60 days). All these options were granted to Mr. Birger by the Issuer in respect of Mr. Birger's service as Chairman of the board of directors of the Issuer, and may be transferred by Mr. Birger to Elron. Page 16 of 27 pages Schedule B Directors and Executive Officers of DEP TECHNOLOGY HOLDINGS LTD. (as of August 2, 2006) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Doron Birger (1) Director President and Chief Executive Officer of Elron. 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel Moshe Fourier Vice President & Vice President and Chief Technology Officer of 3 Azrieli Center, The Triangular Tower, 42nd Chief Technology Elron. floor, Tel-Aviv 67023, Israel Officer Rinat Remler Director Vice President, Chief Financial Officer of Elron. 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel Paul Weinberg Director General Counsel and Corporate Secretary of Elron. 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel
(1) See Note (1) to Schedule A. ====================================================================== Schedule C Directors and Executive Officers of ELRON ELECTRONIC INDUSTRIES LTD. (as of August 2, 2006) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Ami Erel Chairman of the President & Chief Executive Officer of DIC. 3 Azrieli Center, The Triangular Tower, 44th Board of Directors floor, Tel-Aviv 67023, Israel Avraham Asheri Director Director of companies 12 Yoshpe Street, Apt. 7, Mevasseret Zion 90805, Israel Prof. Yair Be'ery Director Professor - Department of Electrical Engineering, 6 Sweden Street, Tel Aviv University. Petah Tikva 49317, Israel Yaacov Goldman External Director Certified Public Accountant 39 Nachlieli Street, Hod Hasharon 45355, Israel
Page 17 of 27 pages
Prof. Gabriel Barbash Director Director General of the Tel Aviv 14 Zisman Street, Sourasky Medical Center. Ramat Gan 52521, Israel Nochi Dankner Director Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Holding; Chairman of IDB Development, DIC and floor, Tel-Aviv 67023, Israel Clal Industries and Investments Ltd.; Director of companies. Avi Fischer Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Shay Livnat Director President of Zoe Holdings Ltd. 26 Shalva Street, Herzlia Pituach 46705, Israel Dori Manor (*) Director Chief Executive Officer of companies in the motor 18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group. Mr. Ari Bronshtein Director Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Professor Daniel Sipper External Director Professor - Department of Engineering, Tel Aviv 3 Kadesh Barnea Street, Apt. 39 University Tel Aviv 69986, Israel Doron Birger (1) President and Chief President and Chief Executive Officer of Elron. 3 Azrieli Center, The Triangular Tower, 42nd Executive Officer floor, Tel-Aviv 67023, Israel Moshe Fourier Vice President and Vice President and Chief Technology Officer of 3 Azrieli Center, The Triangular Tower, 42nd Chief Technology Elron. floor, Tel-Aviv 67023, Israel Officer Rinat Remler Vice President, Vice President, Chief Financial Officer of Elron. 3 Azrieli Center, The Triangular Tower, 42nd Chief Financial floor, Tel-Aviv 67023, Israel Officer Assaf Topaz Vice President Vice President of Elron. 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel Yair Cohen Vice President Vice President of Elron 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. (1) See Note (1) to Schedule A. Page 18 of 27 pages Schedule D Directors and Executive Officers of DISCOUNT INVESTMENT CORPORATION LTD. (as of August 2, 2006) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and floor, Tel-Aviv 67023, Israel Clal Industries and Investments Ltd.; Director of companies. Zehava Dankner Director Member of the executive committee of the 64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council. Zvi Livnat Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Avi Fischer Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Lior Hannes Director Senior Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th Development; Chairman of Clal Tourism Ltd. floor, Tel-Aviv 67023, Israel Refael Bisker Director Chairman of Property and Building Corporation Ltd. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Director of UKI Investments. 17 High field Gardens, London W11 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 Gideon Lahav Director Director of companies. 124 Ehad Ha-Am Street, Tel-Aviv 65208, Israel Moshe Arad External Director Director of companies. 14 Shay Agnon Street, Jerusalem 92586, Israel Gideon Dover External Director Chief Executive Officer and director of Dover 11 Hamaalot Street, Herzlia B 46583, Israel Medical and Scientific Equipment Ltd. Isaac Manor (*) Director Chairman of companies in the motor vehicle sector 26 Hagderot Street, Savion 56526, Israel of the David Lubinski Ltd. group.
Page 19 of 27 pages
Dori Manor (*) Director Chief Executive Officer of companies in the motor 18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group. Adiel Rosenfeld Director Representative in Israel of the Aktiva group. 42 Ha'Alon Street, Timrat 23840, Israel Ami Erel President and Chief President and Chief Executive Officer of DIC. 3 Azrieli Center, The Triangular Tower, 44th Executive Officer floor, Tel-Aviv 67023, Israel Oren Lieder Senior Vice Senior Vice President and Chief Financial Officer 3 Azrieli Center, The Triangular Tower, 44th President and Chief of DIC. floor, Tel-Aviv 67023, Israel Financial Officer Raanan Cohen Vice President Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Ari Bronshtein Vice President Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. ====================================================================== Schedule E Directors and Executive Officers of IDB DEVELOPMENT CORPORATION LTD. (as of August 2, 2006) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and floor, Tel-Aviv 67023, Israel Clal Industries and Investments Ltd.; Director of companies. Zehava Dankner Director Member of the executive committee of the 64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council. Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd. Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building Corporation Ltd. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Director of UKI Investments. 17 High field Gardens, London W11 9HD, United Kingdom
Page 20 of 27 pages
Shay Livnat Director President of Zoe Holdings Ltd. 26 Shalva Street, Herzlia Pituach 46705, Israel Eliahu Cohen Director and Chief Chief Executive Officer of IDB Development. 3 Azrieli Center, The Triangular Tower 44th Executive Officer floor, Tel-Aviv 67023, Israel Isaac Manor (*) Director Chairman of companies in the motor vehicle sector 26 Hagderot Street, Savion 56526, Israel of the David Lubinski Ltd. group. Dori Manor (*) Director Chief Executive Officer of companies in the motor 18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group. Abraham Ben Joseph Director Director of companies. 87 Haim Levanon Street, Tel-Aviv 69345, Israel Amos Malka External Director Chairman of Albar Mimunit Services Ltd. 18 Nahal Soreq Street, Modi'in 71700, Israel Rami (Avraham) Mardor External Director Director of companies. 33 Haoranim Street, Kfar Shmariyahu 46910, Israel Irit Izakson Director Director of companies. 15 Great Matityahou Cohen Street, Tel-Aviv 62268, Israel Lior Hannes Senior Executive Senior Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chairman of Clal Tourism Ltd. floor, Tel-Aviv 67023, Israel Dr. Eyal Solganik Executive Vice Executive Vice President and Chief Financial 3 Azrieli Center, The Triangular Tower, 44th President and Chief Officer of IDB Development; Chief Financial floor, Tel-Aviv 67023, Israel Financial Officer Officer of IDB Holding. Ari Raved Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Haim Gavrieli Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Haim Tabouch Vice President and Vice President and Comptroller of IDB 3 Azrieli Center, The Triangular Tower, 44th Comptroller Development; Comptroller of IDB Holding. floor, Tel-Aviv 67023, Israel Ruti Sapan Vice President, Vice President, Management Resources of IDB 3 Azrieli Center, The Triangular Tower, 44th Management Resources Development. floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. Page 21 of 27 pages Schedule F Directors and Executive Officers of IDB HOLDING CORPORATION LTD. (as of August 2, 2006) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and floor, Tel-Aviv 67023, Israel and Chief Executive Clal Industries and Investments Ltd.; Director of Officer companies. Isaac Manor (*) Deputy Chairman of Chairman of companies in the motor vehicle sector 26 Hagderot Street, Savion 56526, Israel the Board of of the David Lubinski Ltd. group. Directors Arie Mientkavich Vice Chairman of Deputy Chairman of Gazit-Globe Ltd.; Director of 14 Betzalel Street, the Board of Gazit-Globe Israel (Development) Ltd. Jerusalem 94591, Israel Directors Zehava Dankner Director Member of the executive committee of the 64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council. Lior Hannes Director Senior Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th Development; Chairman of Clal Tourism Ltd. floor, Tel-Aviv 67023, Israel Refael Bisker Director Chairman of Property and Building Corporation Ltd. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Director of UKI Investments. 17 High field Gardens, London W11 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 18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group. Meir Rosenne Director Attorney. 8 Oppenheimer Street, Ramat Aviv, Tel Aviv 69395, Israel Shmuel Lachman External Director Information technology consultant 9A Khilat Jatomir Street, Tel Aviv 69405, Israel Zvi Livnat Director and Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Executive Vice Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel President Officer of Clal Industries and Investments Ltd.
Page 22 of 27 pages
Avi Fischer Executive Vice Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th President Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding; Executive 3 Azrieli Center, The Triangular Tower, 44th Officer Vice President and Chief Financial Officer of IDB floor, Tel-Aviv 67023, Israel Development. Haim Tabouch Comptroller Comptroller of IDB Holding; Vice President and 3 Azrieli Center, The Triangular Tower, 44th Comptroller of IDB Development. floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. ====================================================================== Exhibit 1 August 10, 2006 Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center Tel-Aviv, 67023 Israel Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Discount Investment Corporation Ltd. ("DIC") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Given Imaging Ltd. purchased, owned or sold from time to time by the undersigned. DIC is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) RDC Rafael Development Corporation Ltd. A g r e e d: (signed) Discount Investment Corporation Ltd. Page 23 of 27 pages Exhibit 2 August 10, 2006 Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center Tel-Aviv, 67023 Israel Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Discount Investment Corporation Ltd. ("DIC") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Given Imaging Ltd. purchased, owned or sold from time to time by the undersigned. DIC is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) DEP Technology Holdings Ltd. A g r e e d: (signed) Discount Investment Corporation Ltd. ====================================================================== Exhibit 3 August 10, 2006 Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center Tel-Aviv, 67023 Israel Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Discount Investment Corporation Ltd. ("DIC") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Given Imaging Ltd. purchased, owned or sold from time to time by the undersigned. DIC is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Elron Electronic Industries Ltd. A g r e e d: (signed) Discount Investment Corporation Ltd. Page 24 of 27 pages Exhibit 4 June 19, 2006 Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center Tel-Aviv, 67023 Israel Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Discount Investment Corporation Ltd. ("DIC") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Given Imaging Ltd. purchased, owned or sold from time to time by the undersigned. DIC is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) IDB Development Corporation Ltd. A g r e e d: (signed) Discount Investment Corporation Ltd. ====================================================================== Exhibit 5 June 19, 2006 Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center Tel-Aviv, 67023 Israel Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Discount Investment Corporation Ltd. ("DIC") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Given Imaging Ltd. purchased, owned or sold from time to time by the undersigned. DIC is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) IDB Holding Corporation Ltd. A g r e e d: (signed) Discount Investment Corporation Ltd. Page 25 of 27 pages Exhibit 6 June 19, 2006 Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center Tel-Aviv, 67023 Israel Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Discount Investment Corporation Ltd. ("DIC") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Given Imaging Ltd. purchased, owned or sold from time to time by the undersigned. DIC is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Nochi Dankner A g r e e d: (signed) Discount Investment Corporation Ltd. ====================================================================== Exhibit 7 June 19, 2006 Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center Tel-Aviv, 67023 Israel Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Discount Investment Corporation Ltd. ("DIC") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Given Imaging Ltd. purchased, owned or sold from time to time by the undersigned. DIC is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Shelly Bergman A g r e e d: (signed) Discount Investment Corporation Ltd. Page 26 of 27 pages Exhibit 8 June 19, 2006 Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center Tel-Aviv, 67023 Israel Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Discount Investment Corporation Ltd. ("DIC") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Given Imaging Ltd. purchased, owned or sold from time to time by the undersigned. DIC is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Ruth Manor A g r e e d: (signed) Discount Investment Corporation Ltd. ====================================================================== Exhibit 9 June 19, 2006 Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center Tel-Aviv, 67023 Israel Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Discount Investment Corporation Ltd. ("DIC") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Given Imaging Ltd. purchased, owned or sold from time to time by the undersigned. DIC is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Avraham Livnat A g r e e d: (signed) Discount Investment Corporation Ltd. Page 27 of 27 pages -----END PRIVACY-ENHANCED MESSAGE-----