-----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, Izcb7MwZqIJDOJZWVOJ/sXl9sVoh/8HqS+DILwy+CKjJysaGOI/TfeUXUvDLLu4v rfY0/oPWjMFIYx/oTab+ig== 0001178913-06-002301.txt : 20061211 0001178913-06-002301.hdr.sgml : 20061211 20061211072047 ACCESSION NUMBER: 0001178913-06-002301 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061211 DATE AS OF CHANGE: 20061211 GROUP MEMBERS: AVRAHAM LIVNAT GROUP MEMBERS: DIC LOANS LTD. GROUP MEMBERS: IDB DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: IDB HOLDING CORPORATION LTD. GROUP MEMBERS: NOCHI DANKNER GROUP MEMBERS: PEC ISRAEL ECONOMIC CORPORATION 13-1143258 GROUP MEMBERS: RUTH MANOR GROUP MEMBERS: SHELLY BERGMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELRON ELECTRONIC INDUSTRIES LTD /NY/ CENTRAL INDEX KEY: 0000315126 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35004 FILM NUMBER: 061267146 BUSINESS ADDRESS: STREET 1: ADVANCED TECHNOLOGY CTR STREET 2: P O BOX 1573 CITY: HAIFA ISRAEL 31015 STATE: L3 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 zk63204.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18) * ELRON ELECTRONIC INDUSTRIES LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares - -------------------------------------------------------------------------------- (Title of Class of Securities) 290160-10-0 - -------------------------------------------------------------------------------- (CUSIP Number) Kurt Keren, Adv. Discount Investment Corporation Ltd. The Triangular Tower, 44th Floor 3 Azrieli Center, Tel Aviv 67023 Israel Tel: +972 3 6075888 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 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 23 pages CUSIP NO. 290160-10-0 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) PEC Israel Economic Corporation 13-1143258 - -------------------------------------------------------------------------------- 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 Maine - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 360,484 Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 360,484 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 360,484 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.22% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 2 of 23 pages CUSIP NO. 290160-10-0 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) DIC Loans 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 10,124,589 Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 10,124,589 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,124,589 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 34.27% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 23 pages CUSIP NO. 290160-10-0 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 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) Not Applicable - -------------------------------------------------------------------------------- 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 14,400,796 Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,400,796 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,400,796 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 48.74% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 4 of 23 pages CUSIP NO. 290160-10-0 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 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 14,414,375* Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,414,375* - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,414,375* - -------------------------------------------------------------------------------- 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) 48.79% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * Includes (i) 14,400,796 Ordinary Shares owned by DIC and (ii) 13,579 Ordinary Shares held by a subsidiary of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development, for its own account. Does not include 190,179 Ordinary Shares which are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by companies controlled by CIEH (the "CIEH Shares"). See also Item 5. ** Excludes the CIEH Shares. Page 5 of 23 pages CUSIP NO. 290160-10-0 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 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 14,414,375* Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,414,375* - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,414,375* - -------------------------------------------------------------------------------- 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) 48.79% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * Includes (i) 14,400,796 Ordinary Shares owned by DIC and (ii) 13,579 Ordinary Shares held by a subsidiary of CIEH for its own account. Does not include the CIEH Shares. See also Item 5. ** Excludes the CIEH Shares. Page 6 of 23 pages CUSIP NO. 290160-10-0 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 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 14,414,375* Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,414,375* - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,414,375* - -------------------------------------------------------------------------------- 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) 48.79% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * Includes (i) 14,400,796 Ordinary Shares owned by DIC and (ii) 13,579 Ordinary Shares held by a subsidiary of CIEH for its own account. Does not include the CIEH Shares. See also Item 5. ** Excludes the CIEH Shares. Page 7 of 23 pages CUSIP NO. 290160-10-0 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 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 14,414,375* Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,414,375* - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,414,375* - -------------------------------------------------------------------------------- 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) 48.79% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * Includes (i) 14,400,796 Ordinary Shares owned by DIC and (ii) 13,579 Ordinary Shares held by a subsidiary of CIEH for its own account. Does not include the CIEH Shares. See also Item 5. ** Excludes the CIEH Shares. Page 8 of 23 pages CUSIP NO. 290160-10-0 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 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 14,414,375* Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,414,375* - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,414,375* - -------------------------------------------------------------------------------- 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) 48.79% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * Includes (i) 14,400,796 Ordinary Shares owned by DIC and (ii) 13,579 Ordinary Shares held by a subsidiary of CIEH for its own account. Does not include the CIEH Shares. See also Item 5. ** Excludes the CIEH Shares. Page 9 of 23 pages CUSIP NO. 290160-10-0 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 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 14,414,375* Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,414,375* - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,414,375* - -------------------------------------------------------------------------------- 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) 48.79% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * Includes (i) 14,400,796 Ordinary Shares owned by DIC and (ii) 13,579 Ordinary Shares held by a subsidiary of CIEH for its own account. Does not include the CIEH Shares. See also Item 5. ** Excludes the CIEH Shares. Page 10 of 23 pages This Amendment No. 18 on Schedule 13D/A (the "Amendment") amends and supplements, to the extent specified herein, the Statement on Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by the Reporting Persons with respect to the ordinary shares, par value New Israeli Shekel 0.003 per share, of Elron Electronic Industries Ltd. (the "Statement"). 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 DIC pursuant to its Offer to Purchase set forth in the Tender Offer Statement on Schedule TO filed by DIC with the Securities and Exchange Commission on October 25, 2006, as amended (the "Tender Offer"). 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. As of November 30, 2006: IDB Development owned approximately 74.8% of the outstanding shares of DIC. IDB Holding owned approximately 72.4 % 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, has 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 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 7.23% 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 directly by Ganden, by Ganden Holdings and by 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. The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) PEC, (ii) DIC Loans, (iii) DIC, (iv) IDB Development and (v) IDB Holding are set forth in Schedules A, B, C, D and E attached hereto, respectively, and incorporated herein by reference. These Schedules replace Schedules A, B, C, D and E previously attached to the Statement. (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 and E to this Amendment, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors, except as set forth in Amendment No. 17 of the Statement. (e) 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 and E to this Amendment, 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. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION DIC purchased 352,183 Ordinary Shares for a total purchase price of $4,226,196 in cash, using its own funds to pay such total purchase price. These Ordinary Shares were purchased pursuant to the Tender Offer. Page 11 of 23 pages Item 4. PURPOSE OF TRANSACTION The Ordinary Shares acquired by DIC pursuant to the Tender Offer were purchased for investment purposes. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of November 30, 2006: PEC beneficially owned 360,484 Ordinary Shares, or approximately 1.22% of the outstanding Ordinary Shares. PEC shares the power to vote and dispose of these Ordinary Shares. DIC Loans beneficially owned 10,124,589 Ordinary Shares, or approximately 34.27% of the outstanding Ordinary Shares. DIC Loans shares the power to vote and dispose of these Ordinary Shares. DIC owned directly 3,915,723 Ordinary Shares, or approximately 13.25% of the outstanding Ordinary Shares. DIC shares the power to vote and dispose of these Ordinary Shares and may be deemed to be the beneficial owner of, and to share to power to vote and dispose of, the 360,484 Ordinary Shares owned by PEC and the 10,124,589 Ordinary Shares owned by DIC Loans, or a total of 14,400,796 Ordinary Shares, constituting approximately 48.74% of the outstanding Ordinary Shares. IDB Development may be deemed to be the beneficial owner, and to share the power to vote and dispose, of the 14,400,796 Ordinary Shares owned by DIC, and 13,579 Ordinary Shares held by a subsidiary of CIEH for its own account, or a total of 14,414,375 Ordinary Shares, constituting approximately 48.79% of the outstanding Ordinary Shares. IDB Holding and the Reporting Persons who are natural persons may each be deemed to be the beneficial owner of, and to share the power to vote and dispose of, an aggregate of 14,414,375 Ordinary Shares beneficially owned by PEC, DIC Loans, DIC and IDB Development, constituting approximately 48.79% of the outstanding Ordinary Shares. Elron advised the Reporting Persons that as of November 30, 2006 there were 29,544,955 Ordinary Shares outstanding, and the percentages of outstanding Ordinary Share set forth above are based on this number. On November 30, 2006 DIC purchase 352,183 Ordinary Shares at a price of $12 per share pursuant to the Tender Offer. Except as set forth above, none of the Reporting Persons purchased or sold any Ordinary Shares during the last 60 days preceding November 30, 2006. Information provided to the Reporting Persons indicates that the executive officers and directors of IDB Holding, IDB Development, DIC, PEC and DIC Loans owned as of November 30, 2006 an aggregate of 39,126 Ordinary Shares (including 38,720 Ordinary Shares that may be acquired pursuant to options which are exercisable within 60 days from November 30, 2006 to purchase such shares from Elron). According to the information provided to the Reporting Persons, none of such executive officers and directors purchased or sold any Ordinary Shares during the last 60 days preceding November 30, 2006. Item 7. MATERIAL TO BE FILED AS EXHIBITS Schedules Name, citizenship, residence or business address and present A, B, C, D - principal occupation of the directors and executive officers of and E (i) PEC, (ii) DIC Loans, (iii) DIC, (iv) IDB Development and (v) IDB Holding. Exhibit 1 - Letter Agreement dated June 19, 2006 between PEC and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of PEC. Exhibit 2 - Letter Agreement dated June 19, 2006 between DIC Loans and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of DIC Loans. Exhibit 3 - Letter Agreement dated June 19, 2006 between IDB Development and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of IDB Development. Exhibit 4 - Letter Agreement dated June 19, 2006 between IDB Holding and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of IDB Holding. Page 12 of 23 pages Exhibit 5 - Letter Agreement dated June 19, 2006 between Nochi Dankner and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of Nochi Dankner. Exhibit 6 - Letter Agreement dated June 19, 2006 between Shelly Bergman and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of Shelly Bergman. Exhibit 7 - Letter Agreement dated June 19, 2006 between Ruth Manor and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of Ruth Manor. Exhibit 8 - Letter Agreement dated June 19, 2006 between Avraham Livnat and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of Avraham Livnat. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 18 is true, complete and correct. Date: December 10, 2006 PEC ISRAEL ECONOMIC CORPORATION DIC LOANS 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 PEC Israel Economic Corporation, DIC Loans 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 No. 18 of the Statement as Exhibits 1 through 8. Page 13 of 23 pages Schedule A Directors and Executive Officers o f PEC ISRAEL ECONOMIC CORPORATION (as of November 30, 2006) Citizenship is the same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation Oren Lieder President & Director Senior Vice President and Chief Financial Officer 3 Azrieli Center, The Triangular Tower 44th of DIC. floor, Tel-Aviv 67023, Israel Raanan Cohen Director Vice President of DIC. 3 Azrieli Center, The Triangular Tower 44th floor, Tel-Aviv 67023, Israel Michel Dahan Director & Treasurer Vice President and Comptroller of DIC. 3 Azrieli Center, The Triangular Tower 44th floor, Tel-Aviv 67023, Israel
====================================================================== Schedule B Directors and Executive Officers o f DIC LOANS LTD. (as of November 30, 2006) Citizenship is the same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation Oren Lieder Director & Chief Senior Vice President and Chief Financial Officer 3 Azrieli Center, The Triangular Tower 44th Financial Officer of DIC. floor, Tel-Aviv 67023, Israel Raanan Cohen Director Vice President of DIC. 3 Azrieli Center, The Triangular Tower 44th floor, Tel-Aviv 67023, Israel Michel Dahan Director & Vice President and Comptroller of DIC. 3 Azrieli Center, The Triangular Tower 44th Comptroller floor, Tel-Aviv 67023, Israel
====================================================================== Page 14 of 23 pages Schedule C Directors and Executive Officers o f DISCOUNT INVESTMENT CORPORATION LTD. (as of November 30, 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, Board of Directors Holding; Chairman of IDB Development, DIC and 44th 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. 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.
Page 15 of 23 pages 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. Adiel Rosenfeld Director Representative in Israel of the Aktiva group. 42 Ha'Alon Street, Timrat 23840, Israel Ami Erel (1) 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; Chief Executive Officer of 3 Azrieli Center, The Triangular Tower, 44th Koor Industries Ltd. 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 Michel Dahan Vice President and Vice President and Comptroller of DIC. 3 Azrieli Center, The Triangular Tower, 44th Comptroller floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. (1) As of November 30, 2006 Mr. Erel owned options that are exercisable within 60 days of such date to purchase from Elron up to 38,720 Ordinary Shares at an exercise price ranging between $5.437 and $10.01 per share ====================================================================== Schedule D Directors and Executive Officers of IDB DEVELOPMENT CORPORATION LTD. (as of November 30, 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 Clal floor, Tel-Aviv 67023, Israel Industries and Investments Ltd.; Director of companies. Zehava Dankner Director Member of the executive committee of the Beautiful 64 Pinkas Street, Tel Aviv 62157, Israel Israel Council.
Page 16 of 23 pages Avi Fischer Deputy Chairman 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 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 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 (1) 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
Page 17 of 23 pages 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 Development; 3 Azrieli Center, The Triangular Tower, 44th Comptroller 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. (1) As of November 30, 2006 Mr. Hannes owned 406 Ordinary Shares. ====================================================================== Schedule E Directors and Executive Officers of IDB HOLDING CORPORATION LTD. (as of November 30, 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.; Chairman 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 (1) 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
Page 18 of 23 pages 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 Dvoresky External Director Chief Executive Officer of Beit Kranot Trust Ltd. 12 Harofeh Street, Ahuza, Haifa 34366, 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. 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. (1) As of November 30, 2006 Mr. Hannes owned 406 Ordinary Shares. ====================================================================== Page 19 of 23 pages Exhibit 1 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 Elron Electronic Industries 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) PEC Israel Economic Corporation A g r e e d: (signed) Discount Investment Corporation Ltd. ====================================================================== Exhibit 2 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 Elron Electronic Industries 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) DIC Loans Ltd. A g r e e d: (signed) Discount Investment Corporation Ltd. ====================================================================== Page 20 of 23 pages Exhibit 3 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 Elron Electronic Industries 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 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 Elron Electronic Industries 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 21 of 23 pages 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 Elron Electronic Industries 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 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 Elron Electronic Industries 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 22 of 23 pages 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 Elron Electronic Industries 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 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 Elron Electronic Industries 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 23 of 23 pages -----END PRIVACY-ENHANCED MESSAGE-----