UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Gazit-Globe Ltd.
(Name of Issuer)
Ordinary Shares. NIS 1.00 par value
(Title of Class of Securities)
M4793C102
(CUSIP Number)
Eran Ballan
Gazit-Globe Ltd
1 Hashalom Road
Tel-Aviv, Israel 67892
Tel: (03) 694-8000
Fax: (03) 696-1910
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 30, 2013
(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 §§240.13d-l(e), 240.13d-l(f) or 240.13d-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 §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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. M4793C102 |
1. |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Chaim Katzman | |||||
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)
N/A | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
United States and Israel | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
| ||||
8. | Shared Voting Power
92,915,571 (1) | |||||
9. | Sole Dispositive Power
| |||||
10. | Shared Dispositive Power
92,915,571 (1) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
92,915,571 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
56.21% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | Comprised of 92,915,571 ordinary shares held by the Norstar Group (as defined below) of which Mr. Katzman is a controlling shareholder. See also Item 5 below. |
1
CUSIP No. M4793C102 |
1. |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Dor J. Segal | |||||
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)
N/A | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
United States and Israel | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
720,000 | ||||
8. | Shared Voting Power
92,915,571 (2) | |||||
9. | Sole Dispositive Power
720,000 | |||||
10. | Shared Dispositive Power
92,915,571 (2) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
93,635,571 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
56.64% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(2) | Comprised of 92,915,571 ordinary shares held by the Norstar Group (as defined below) of which Mr. Segal may be deemed a controlling shareholder. See also explanatory note in Item 5 below. |
2
CUSIP No. M4793C102 |
1. |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Erica Ottosson | |||||
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)
N/A | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Canada and Sweden | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
| ||||
8. | Shared Voting Power
92,915,571 (3) | |||||
9. | Sole Dispositive Power
| |||||
10. | Shared Dispositive Power
92,915,571 (3) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
92,915,571 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
56.21% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(3) | Comprised of 92,915,571 ordinary shares held by the Norstar Group (as defined below) of which Ms. Ottosson may be deemed a controlling shareholder. See also explanatory note in Item 5 below. |
3
CUSIP No. M4793C102 |
1. |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Norstar Holdings Inc. | |||||
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)
N/A | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Panama | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
| ||||
8. | Shared Voting Power
92,915,571 | |||||
9. | Sole Dispositive Power
| |||||
10. | Shared Dispositive Power
92,915,571 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
92,915,571 (4) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
56.21% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
(4) | Consists of 20,853,470 shares held directly by Norstar Holdings Inc. See explanatory note in Item 5 regarding breakdown of direct holdings of Norstar Holdings Inc. and those of its wholly-owned subsidiaries. |
4
CUSIP No. M4793C102 |
1. |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Norstar Israel Ltd. 98-0627801 | |||||
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)
N/A | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Israel | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
| ||||
8. | Shared Voting Power
72,062,101 | |||||
9. | Sole Dispositive Power
| |||||
10. | Shared Dispositive Power
72,062,101 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
72,062,101 (5) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
43.59% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
(5) | Consists of 47,381,933 shares held directly by Norstar Israel Ltd. See explanatory note in Item 5 regarding the breakdown of the holdings of the Norstar Group. |
5
CUSIP No. M4793C102 |
1. |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Norstar Israel 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)
N/A | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Israel | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
| ||||
8. | Shared Voting Power
24,345,507 | |||||
9. | Sole Dispositive Power
| |||||
10. | Shared Dispositive Power
24,345,507 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,345,507 (6) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
14.73% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
(6) | See explanatory note in Item 5 regarding the breakdown of the holdings of the Norstar Group. |
6
CUSIP No. M4793C102 |
1. |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Norstar Underwriting (1994) 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)
N/A | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Israel | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
| ||||
8. | Shared Voting Power
334,661 | |||||
9. | Sole Dispositive Power
| |||||
10. | Shared Dispositive Power
334,661 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
334,661 (7) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
.20% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
(7) | See explanatory note in Item 5 regarding the breakdown of the holdings of the Norstar Group. |
7
Item 2. Identity and Background
Item 2 of the Initial 13D is amended and restated in its entirety as follows:
(a) This statement is filed by (i) Norstar Holdings Inc., a Panamanian corporation, that is publicly traded on the Tel-Aviv Stock Exchange, its wholly-owned subsidiary (ii) Norstar Israel Ltd., an Israeli corporation, and its wholly-owned subsidiaries (iii) Norstar Israel Holdings Ltd., an Israeli corporation, and (iv) Norstar Underwriting (1994) Ltd., an Israeli corporation (Norstar Holdings Inc., Norstar Israel Ltd., Norstar Israel Holdings Ltd., and Norstar Underwriting (1994) Ltd., collectively, the Norstar Group), (v) Chaim Katzman, a citizen of the United States and Israel, (vi) Dor J. Segal, a citizen of the United States and Israel, and (vii) Erica Ottosson, a citizen of Canada and Sweden ((i)-(vii) collectively, the Reporting Persons).
(b) The business address of Norstar Holdings Inc. is C/O Meitar Liquornik Geva & Leshem Brandwein, Law Offices, 16 Abba Hillel Rd., Ramat Gan 52506, Israel. The business address of each of Norstar Israel Ltd., Norstar Israel Holdings Ltd., and Norstar Underwriting (1994) Ltd. is 1 Hashalom Road, Tel-Aviv, Israel 67892. The business address of Mr. Katzman is 1696 NE Miami Gardens Drive, North Miami Beach, FL 33179. The business address of Mr. Segal is 85 Hanna Avenue, Suite 400, Toronto, Ontario M6K 3S3. The business of address of Ms. Ottosson is 15 Mill Street, Toronto, Ontario M5A 3R6.
(c) The principal business of the Norstar Group is the holding of the Issuers shares. Norstar Holdings Inc. is a public company traded on the Tel-Aviv Stock Exchange (TASE) under the ticker symbol NSTR. The Norstar Group is the majority shareholder of the Issuer. In addition, Norstar Group holds shares in Ormat Industries Ltd., a publicly-traded Israeli company listed on the TASE, and has other non-material holdings in publicly-traded companies. Chaim Katzman is the Chairman of the Board of Norstar Holdings Inc. and Chairman of the Board of the Issuer, and he is also a board member of Norstar Israel Ltd. Dor J. Segal is a board member of Norstar Holdings Inc. and Executive Vice-Chairman of the Board of the Issuer, and he is also a board member of each of Norstar Israel Ltd., Norstar Israel Holdings Ltd., and Norstar Underwriting (1994) Ltd. Erica Ottosson (the spouse of Mr. Segal) is a gallery director.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See (a) in this section.
Issuer is traded on the TASE under the ticker symbol GLOB and on the New York Stock Exchange (NYSE) under the ticker symbol GZT. Approximately 56.21% of Issuers ordinary shares (the Ordinary Shares) are owned directly by the Norstar Group. Chaim Katzman, Chairman of the Board of Directors of Issuer, controls approximately 48.6% of the ordinary shares of Norstar Holdings Inc. and is Chairman of the Board of Norstar Holdings Inc. Dor J. Segal, Executive Vice-Chairman of the Board of Directors of Issuer controls approximately 9.6% of the ordinary shares of Norstar Holdings Inc. and is a Director of Norstar Holdings Inc. In addition, Mr. Segal beneficially owns approximately 0.44% of the ordinary shares of the Issuer directly. Ms. Ottosson, Mr. Segals spouse, holds 6.4% of the ordinary shares of Norstar Holdings Inc. as well as additional shares indirectly (see Item 5 below). Accordingly, even though Issuers Board of Directors includes a majority of independent directors, Mr. Katzman , Mr. Segal, and Ms. Ottosson may be deemed to control the Issuer.
The information required by Instruction C to Schedule 13D with respect to (a) the executive officers and directors of the Reporting Persons, (b) each person controlling the Reporting Persons and (c) each executive officer and director of any corporation or other person ultimately in control of the Reporting Persons (collectively, the Covered Persons), is set forth below.
8
The name, residence or business address, present principal occupation and the name and address of any corporation or organization in which such employment is conducted and the citizenship of each of the Executive Officers and Directors are also set forth below.
Covered Persons with Respect to Norstar Holdings Inc. *
Name, Position with Norstar Holdings Inc. & Address |
Present Principal Occupation |
Name and Address of Employer |
Citizenship | |||
Chaim Katzman, Chairman of the Board of Directors
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
Chairman of the Board of Issuer | c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 | USA, Israel | |||
Shulamit Rozen-Katzman MD;
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
Medical Doctor | Shulamit Rozen-Katzman MD c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 | USA, Israel | |||
Dor J. Segal Director
c/o First Capital Realty 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada |
President and Chief Executive Officer of First Capital Realty Inc. | First Capital Realty Inc. 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada | USA, Israel | |||
Juda Erlich; Director;
18, Herzfeld Street, Kiryat Ono, Israel |
Independent Accountant | Juda Erlich 18, Herzfeld Street, Kiryat Ono, Israel | Israel | |||
Itschak Friedman; Director |
CEO, Starlims Technologies Corporation | Starlims Technologies Corporation 4000 Hollywood Blvd., Ste. 333 South Hollywood, FL 33021 | USA, Israel | |||
Shmuel Messenberg; Director;
15 Hefetz Mordechai Street, Petach Tikva, Israel |
Business Consultant | Shmuel Messenberg 15 Hefetz Mordechai Street, Petach Tikva, Israel | Israel | |||
Aviad (Adi) Armoni; Director;
19 Yehuda Hanasi Street, Tel Aviv, Israel |
Dean of the Business School at The College of Management Academic Studies; Head of Graduate School of Business; Chairman, founder and owner of KBIS Ltd.; | A. Bina Consultancy and Management Ltd. 19 Yehuda Hanasi Street, Tel Aviv, Israel | Israel |
9
Dina Ben-Ari; Director
3951 194 TR. Sunny Isles Florida 33160 |
Head of Friends of the IDF, Miami, Florida | c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 | USA, Israel | |||
Gil Kotler; Controller
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
Controller, Norstar Holdings Inc. | c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 | Israel | |||
Mia Stark; Chief Administrative Officer
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
Chief Administrative Officer, Norstar Holdings Inc. | c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 | Israel | |||
Varda Zuntz; Company Secretary
c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
Company Secretary, Issuer | Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel | Israel |
* | See Item 5 below regarding Chaim Katzmans, Dor J. Segals, and Erica Ottossons holdings in Norstar Holdings Inc. |
Covered Persons with Respect to Norstar Israel Ltd.*
Name, Position with Norstar Israel Ltd. and Norstar Israel Holdings |
Present Principal Occupation |
Name and Address of Employer |
Citizenship | |||
Chaim Katzman, Director**
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
||||||
Dor J. Segal Director**
c/o First Capital Realty 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada |
||||||
Gil Kotler; Director**
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
||||||
Varda Zuntz; Director**
c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
* | See Item 5 below regarding Norstar Holdings Inc.s ownership of Norstar Israel Ltd. and Norstar Israel Holdings Ltd. and regarding Chaim Katzmans Dor J. Segals, and Erica Ottossons holdings in Norstar Holdings Inc. |
** | See information provided for Covered Persons for Norstar Holdings Inc. |
10
Covered Persons with Respect Norstar Israel Holdings Ltd.*
Name, Position with Norstar Israel Ltd. and Norstar Israel Holdings |
Present Principal Occupation |
Name and Address of Employer |
Citizenship | |||
Dor J. Segal Director**
c/o First Capital Realty 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada |
||||||
Gil Kotler; Director**
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
||||||
Varda Zuntz; Director**
c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
* | See Item 5 below regarding Norstar Holdings Inc.s ownership of Norstar Israel Ltd. and Norstar Israel Holdings Ltd. and regarding Chaim Katzmans , Dor J. Segals, and Erica Ottossons holdings in Norstar Holdings Inc. |
** | See information provided for Covered Persons for Norstar Holdings Inc. |
11
Covered Persons with Respect to Norstar Underwriting (1994) Ltd.*
Name, Position with Norstar Underwriting (1994) Ltd. & Address |
Present Principal Occupation |
Name and Address of Employer |
Citizenship | |||
Dor J. Segal Director**
c/o First Capital Realty 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada |
||||||
Gil Kotler; Director**
c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
||||||
Varda Zuntz; Director**
c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
* | See Item 5 below regarding Norstar Holdings Inc.s ownership of Norstar Underwriting (1994) Ltd. and Chaim Katzmans , Dor J. Segals, and Erica Ottossons holdings in Norstar Holdings Inc. |
** | See information provided for Covered Persons for Norstar Holdings Inc. |
Item. 5 Interest in Securities of the Issuer
Item 5 of the Initial 13D is amended and restated in its entirety as follows:
(a) The Norstar Group currently beneficially owns 92,915,571 ordinary shares of the Issuer, which represents 56.21% of the Issuers outstanding ordinary shares. The percentage of beneficial ownership of the Norstar Group, as reported in this Schedule 13D, was calculated by dividing (i) the total number of ordinary shares beneficially owned by the Norstar Group as of January 6, 2013 as set forth in this Schedule 13D, by 165,311,612 ordinary shares (which does not include treasury shares which do not contain voting rights) issued and outstanding as of January 27, 2013. Of the aforementioned share amount, Norstar Holdings Inc. holds 20,853,470 shares directly, its wholly-owned subsidiary Norstar Israel Ltd. holds 47,381,933 ordinary shares, whose wholly-owned subsidiaries, Norstar Israel Holdings Ltd. and Norstar Underwriting (1994) Ltd. also hold 24,345,507 ordinary shares and 334,661 ordinary shares, respectively.
As of January 6, 2013, Chaim Katzman, Chairman of the Issuer and Chairman of Norstar Holdings Inc., and board member of Norstar Israel Ltd., holds 29.25% of the outstanding shares of Norstar Holdings Inc., including through private entities owned by Mr. Katzman and members of his family, both directly and indirectly; First U.S. Financial, LLC, or FUF, holds 19.3% of the outstanding shares of Norstar Holdings Inc.; Dor J. Segal, Executive Vice-Chairman of the Issuer and a Director in Norstar Holdings Inc., holds 9.6% of the outstanding shares of Norstar Holdings Inc. and Erica Ottosson holds 6.4% of the outstanding shares of Norstar Holdings Inc. Mr. Katzman was granted an irrevocable proxy by FUF to vote, at his discretion, the shares of Norstar Holdings Inc. held by FUF. FUF is owned by Mr. Katzman, including through private entities owned by Mr. Katzman and members of his family, both directly and indirectly (51.4%); Erica Ottosson (22.6%); and Martin Klein (26%). In addition, Mr. Katzman was granted an irrevocable proxy by Erica Ottosson to vote her shares of FUF stock with respect to all matters at FUF shareholder meetings. On January 30, 2013, Mr. Katzman, together with related parties (collectively, the Katzman Group) and Mr. Segal, Ms. Ottosson, together with related parties (collectively, the Segal Group), entered into a shareholders agreement (the Shareholders Agreement), with respect to their outstanding shares in Norstar Holdings Inc. (see description in Item 6 below). During the past three years, the Norstar Groups holdings of Issuers ordinary shares ranged from approximately 55% of its outstanding share capital to 69% of its outstanding share capital. Most of the shares held by the Norstar Group, not including those acquired pursuant to the Issuers public offering in the United States, on December 14, 2011, are pledged to financial institutions in Israel to secure revolving credit facilities and/or to secure indebtedness of the Norstar Group. Mr. Segal holds 720,000 shares of the Issuer directly.
12
Mr. Katzman currently beneficially owns 92,915,571 ordinary shares (comprised of the amount held by the Norstar Group disclosed in (a) above of this section) of the Issuer, which represents 56.21% of the Issuers outstanding ordinary shares. The percentage of beneficial ownership of Mr. Katzman, as reported in this Schedule 13D, was calculated by dividing (i) the total number of ordinary shares beneficially owned by Mr. Katzman as of January 6, 2013 as set forth in this Schedule 13D, by 165,311,612 ordinary shares (which does not include treasury shares which do not contain voting rights) issued and outstanding as of January 24, 2013.
Mr. Segal currently beneficially owns 93,635,571 ordinary shares (including the amount held by the Norstar Group disclosed in (a) above of this section) of the Issuer, which represents 56.64% of the Issuers outstanding ordinary shares. The percentage of beneficial ownership of Mr. Segal, as reported in this Schedule 13D, was calculated by dividing (i) the total number of ordinary shares beneficially owned by Mr. Segal as of January 24, 2013 as set forth in this Schedule 13D, by 165,311,612 ordinary shares (which does not include treasury shares which do not contain voting rights) issued and outstanding as of January 24, 2013.
Ms. Ottosson currently beneficially owns 92,915,571 ordinary shares (comprised of the amount held by the Norstar Group disclosed in (a) above of this section) of the Issuer, which represents 56.21% of the Issuers outstanding ordinary shares. The percentage of beneficial ownership of Ms. Ottosson, as reported in this Schedule 13D, was calculated by dividing (i) the total number of ordinary shares beneficially owned by Ms. Ottosson as of January 6, 2013 as set forth in this Schedule 13D, by 165,311,612 ordinary shares (which does not include treasury shares which do not contain voting rights) issued and outstanding as of January 24, 2013.
(b) The Reporting Persons have shared power to vote or to direct the vote and dispose or direct the disposition of 92,915,571 ordinary shares. Mr. Segal has sole power to vote or to direct the vote and dispose or direct the disposition of 720,000 ordinary shares.
(c) On October 25, 2012, Mr. Katzman sold on the TASE 200,949 ordinary shares of the Issuer under his sole dispositive power at price of NIS 42.94 per share. None of the other Reporting Persons has effected any transactions in the shares of Issuer during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Norstar Group, Mr. Katzman, Mr. Segal, or Ms. Ottosson.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Initial 13D is amended and supplemented as follows:
The Shareholders Agreement provided that (i) each member of the Katzman Group will vote, subject to certain conditions, all of its shares and any other voting securities of Norstar Holdings Inc. over which it has voting control for the election to Norstar Holdings Inc.s board of directors of two directors designated by the Segal Group and that (ii) each member of the Segal Group will vote all of its shares and any other voting securities of Norstar over which it has voting control for nominees to the Board of Directors as directed in writing by a representative of the Katzman Group. The Shareholders Agreement also provides that if any member of the Katzman Group or any member of the Segal Group proposes to sell, other than pursuant to an open-market transaction or a de minimis transaction (each involving less than 2% of Norstar Holding Incs outstanding stock per calendar quarter), any of its shares of Norstar, each member of the other group shall have tag-along rights to require their shares of Norstars stock be sold alongside the sellers shares and for the same terms.
13
In addition, as noted in Item 5 above, the Norstar Group has pledged 67,495,000 shares of the Issuer to financial institutions in Israel to secure revolving credit facilities and 4,220,000 shares of the Issuer to secure outstanding debentures in Israel.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Initial 13D is amended and supplemented to include the following:
Exhibit 1. | Joint Filing Agreement, by and among the Reporting Persons, dated January 31, 2013 | |
Exhibit 2. | Stockholders Agreement, dated January 30, 2013, by and among, Mr. Chaim Katzman , First US Financial LLC, Mr. Dor J. Segal, and Mrs. Erica Ottosson |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
January 31, 2013
Chaim Katzman | ||
By: | /s/ Chaim Katzman Name: Chaim Katzman | |
Dor J. Segal | ||
By: | /s/ Dor J. Segal Name: Dor J. Segal | |
Erica Ottosson | ||
By: | /s/ Erica Ottosson Name: Erica Ottosson | |
Norstar Holdings Inc. | ||
By: | /s/ Eran Ballan Name: Eran Ballan Title: Authorized Signatory | |
By: | /s/ Varda Zuntz Name: Varda Zuntz Title: Authorized Signatory | |
Norstar Israel Ltd. | ||
By: | /s/ Eran Ballan Name: Eran Ballan Title: Authorized Signatory | |
By: | /s/ Varda Zuntz Name: Varda Zuntz Title: Authorized Signatory |
14
Norstar Israel Holdings Ltd. | ||
By: | /s/ Eran Ballan | |
Name: Eran Ballan | ||
Title: Authorized Signatory | ||
By: | /s/ Varda Zuntz Name: Varda Zuntz | |
Title: Authorized Signatory | ||
Norstar Underwriting (1994) Ltd. | ||
By: | /s/ Eran Ballan Name: Eran Ballan | |
Title: Authorized Signatory | ||
By: | /s/ Varda Zuntz Name: Varda Zuntz Title: Authorized Signatory |
15
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares of Gazit-Globe Ltd., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 31, 2013.
Chaim Katzman | ||
By: | /s/ Chaim Katzman | |
Name: Chaim Katzman | ||
Dor J. Segal | ||
By: | /s/ Dor J. Segal Name: Dor J. Segal | |
Erica Ottosson | ||
By: | /s/ Erica Ottosson Name: Erica Ottosson | |
Norstar Holdings Inc. | ||
By: | /s/ Eran Ballan Name: Eran Ballan Title: Authorized Signatory | |
By: | /s/ Varda Zuntz Name: Varda Zuntz Title: Authorized Signatory | |
Norstar Israel Ltd. | ||
By: | /s/ Eran Ballan Name: Eran Ballan Title: Authorized Signatory | |
By: | /s/ Varda Zuntz Name: Varda Zuntz Title: Authorized Signatory |
1
Norstar Israel Holdings Ltd. | ||
By: | /s/ Eran Ballan | |
Name: Eran Ballan | ||
Title: Authorized Signatory | ||
By: | /s/ Varda Zuntz Name: Varda Zuntz Title: Authorized Signatory | |
Norstar Underwriting (1994) Ltd. | ||
By: | /s/ Eran Ballan Name: Eran Ballan Title: Authorized Signatory | |
By: | /s/ Varda Zuntz Name: Varda Zuntz Title: Authorized Signatory |
2
Exhibit 2
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this Agreement) is made as of January 30, 2013 (the Effective Date), by and among (A) Mr. Chaim Katzman, from 3872NE 199ter Aventure FL 33180 (on his behalf and/or on behalf of private entities owned by him and/or any of his immediate family members and/or entities or trusts acting for the benefit of him and/or of any of his immediate family members) (Katzman) and First US Financial LLC, a Nevada corporation from with Adv. Alan Marcus, Aventura Title Insurance Corporation, Aventura Corporate Center, 20803 Biscayne Boulevard, Suite 301, Aventura Florida 33180, USA owned by Katzman, Ottoson (as defined below) and Mr. Martin Klein and controlled by Katzman (FUF; Katzman and FUF collectively referred to herein as the Katzman Group); (B) Mr. Dori Segal, from 85 Hanna Avenue, Suite 400, Toronto ,ON, M6K 3S3, Canada , (on his behalf and/or on behalf of private entities owned by him and/or any of his immediate family members and/or entities or trusts acting for the benefit of him and/or of any of his immediate family members) (Segal) and Mrs. Erica Ottoson, from 85 Hanna Avenue, Suite 400, Toronto ,ON, M6K 3S3, Canada, (on her behalf and/or on behalf of private entities owned by her and/or any of her immediate family members and/or entities or trusts acting for the benefit of her and/or of any of her immediate family members) (Ottoson; Segal and Ottoson collectively referred to as Segal Group). Katzman Group and Segal Group are collectively referred to herein as Parties or the Stockholders and each individually as a Party or as a Stockholder. Capitalized terms used herein are defined in Section 6 hereof.
Whereas Katzman Group is the controlling shareholder of Norstar Holdings Inc. a Panamanian corporation, which securities are listed for trading on the Tel-Aviv Stock Exchange (Norstar or the Company); and
Whereas each of Segal and Ottoson are Principal Shareholders (as such term is defined under the Israeli Securities Law 5728-1968) of Norstar; and
Whereas in light of, among other things, recent regulatory changes, including the proposed law to Promote Competition and Reduce Concentration, 2012, with its expected implications on Norstar and the Stockholders, pursuant to its current holdings structure, the Parties hereto wish to enter into a Stockholders Agreement and accept the rights and obligations created pursuant hereto in connection with their holdings in Norstar as of the Effective Date;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement hereby agree as follows:
1. | Board of Directors: |
(a) | The Parties hereto agree that for as long as this agreement shall remain in full force and effect, the Parties shall exercise their voting power in Norstar in a manner
that the Board of Directors of the Company shall be comprised of a majority of Independent Directors
![]() |
(b) | Each member of the Katzman Group will vote all of its Stockholder Shares and any other voting securities of Norstar over which it has voting control for the election to Norstars board of directors (Board) of two directors designated by the Segal Group (the Segal Group Directors), provided that (i) one of such designees shall be an Independent Director, and (ii) for as long as Chaim Katzman is alive and has not been declared legally incompetent by any relevant court in the United States, such designee for Independent Director shall be reasonably acceptable to Chaim Katzman and shall have all required qualifications under any applicable law. In the event that Chaim Katzman determines that any such designee is not acceptable to it, Chaim Katzman shall notify Segal Group in writing of such determination, including the basis therefore, and Segal Group shall be entitled to designate a replacement nominee who shall be subject to approval by Chaim Katzman as provided in this Section 1(b). |
(c) | Each member of the Segal Group will vote all of its Stockholder Shares and any other voting securities of Norstar over which it has voting control for nominees to the Board of Directors as directed in writing by a representative of the Katzman Group, including External Directors (and shall vote against any other nominee to the Board), subject to the provisions of Section 1(a). |
(d) | At the date hereof, Norstars Board of Directors is made up of eight members, of which three members are Independent Directors, and shall be deemed appointed by the Katzman Group. The Segal Group shall be entitled to appoint its Independent Director designee at any time as the ninth Board member, in accordance with the provisions of Norstars Articles of Association. |
2. | Tag-Along Rights. |
(a) | If any member (in this Section 2, the Selling Stockholder) of the Katzman Group or any member of the Segal Group proposes to sell, other than pursuant to an open-market transaction or a de minimis transaction (each involving less than 2% of Norstars outstanding stock per calendar quarter), any of its Stockholder Shares, it may only make such sale after complying with the provisions of this Section 22. First, the Selling Stockholder shall give to each member of the other group (the Offeree) a notice (an Offer Notice) allowing each member of the other group to participate, with respect to a number of Stockholder Shares equal to the Tag-Along Amount (as defined in Section 2(b) below), in such sale by the Selling Stockholder, and for the same per share consideration. The Offer Notice shall specify the following information: (i) the number of shares that the Selling Stockholder proposes to sell or transfer (the Tag Along Shares) and the Tag-Along Amount (as defined in section 2(b) below); and (ii) the price that the Selling Stockholder will receive in respect of the Tag Along Shares, which shall be stated in cash, and the requested terms of payment thereof; (iii) the proposed date for sale of the Tag Along Shares; and (iv) the identity of the proposed third party purchaser. The Offerees shall have the right for a period of 10 Days after the Offer Notice is given (the Acceptance Period), to accept such offer in whole or in part, exercisable by delivering a written notice (the Acceptance Notice) to the Selling Stockholder within the Acceptance Period, stating therein the number of shares of Common Stock to be sold by the Offerees to the proposed transferee, provided however that the number of Common Shares that the Offerees shall be entitled to sell shall not be greater than the Tag Along Amount (as defined in section 2(b) below). Prior to the earlier of (i) the end of the Acceptance Period or (ii) the acceptance or rejection of the Selling Stockholders offer, as the case may be, by the Offerees, the Selling Stockholder shall not complete any sale of shares of Common Stock. Notwithstanding the aforesaid provisions, in the event that the Selling Stockholder is a member of the Segal Group, and any member of the Katzman Group decides to exercise the Tag Along Rights granted hereunder, and such member is still subject to the Hapoalim Tag Along Agreement (as defined below in Section 2(b), then the periods of time set forth above shall be deemed amended to accommodate the Hapoalim Tag Along Agreement. |
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(b) | For purposes of this Section 2, the Tag-Along Amount shall mean a number of Stockholder Shares determined (i) on a pro-rata basis based upon the Katzman Groups and the Segal Group respective relative ownership of Stockholder Shares vis-a-vis one another (the Tag Along Ratio), or (ii) in the event that Tarshish Holdings and Investments Hapoalim Ltd. (Hapoalim) decide to exercise the tag along rights granted to them in respect of Norstars shares by Katzman and FUF pursuant to that certain agreement dated July 17, 2011 (the Hapoalim Tag Along Agreement), then the Tag Along Amount shall be calculated by applying the Tag Along Ratio to the number of Tag Along Shares to be sold by the Katzman Group after deducting there from the number of Stockholder Shares to be sold by Hapoalim after exercising their Tag Along rights. |
(c) | In the event that an Offeree elects to participate in the sale set forth in the Offer Notice by delivering an Acceptance Notice during the Acceptance Period, then for a period of 120 days following the Acceptance Period the Selling Stockholder may sell its Stockholder Shares for consideration not less than 95% of the consideration stated in the Offer Notice, and on other terms no less favorable to the Selling Stockholder than those set forth in the Offer Notice; provided that the transferee shall simultaneously purchase the number of shares of Common Stock as calculated above from accepting Offerees, as the case may be. In the event that the Offerees do not elect to participate in the sale set forth in the Offer Notice, then for a period of 120 days following the Acceptance Period, the Selling Stockholder may sell the Stockholder Shares it proposed to sell in the Offer Notice, to the third party purchaser specified in the Offer Notice, for consideration not more than 105% of the consideration stated, and on other terms no more favorable to the Selling Stockholder than those set forth in the Offer Notice. |
(d) | A proposed change in control of a member of Katzman Group that holds Stockholder Shares, following which Mr. Chaim Katzman and/or his immediate family members will not control such group member nor be the exclusive beneficiary of such group member, will be considered a sale of such Stockholder Shares (a Deemed Katzman Sale) that is subject to this Section 2. If such group member has assets and/or liabilities in addition to Stockholder Shares (such that the sale price of the interests in such group member may not be determinative of the sale price of the Stockholder Shares held by such group member), then the per share consideration applicable to the Deemed Katzman Sale for purposes of this Section 2 shall be as mutually agreed by the parties hereto in good faith; provided, that if the parties hereto are unable to agree on such per share consideration within 5 Business Days after the delivery of the Offer Notice, the per share consideration shall be determined by an independent investment bank mutually agreed upon by the parties hereto in good faith and the Acceptance Period shall be extended until 5 Business Days after the per share consideration is determined by such independent investment bank. The provisions of the Section 2(d) shall apply, mutatis mutandis, to the Segal Group, and any proposed change in control of a member of Segal Group that holds Stockholder Shares, following which Mr. Dori Segal and/or his immediate family members or Mrs. Erica Ottoson and/or her immediate family members will not control such group member. |
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(e) | The tag-along rights set forth in this Section 2 shall not apply to any shares of Common Stock pledged or to be pledged by any party hereto as security for a bona fide loan (any such currently or future pledged shares, the Pledged Shares) that are foreclosed upon or sold by the lender with respect to such loan, and each Party undertakes to execute and sign any and all documents reasonably required by any such lender in connection therewith. |
(f) | For the avoidance of doubt, the sale, assignment or transfer of shares by any Party pursuant to the terms of Section 10(a) below shall not be subject to the tag-along rights set forth in this Section 2. |
3. Attribution of Holdings. For purposes of calculating the holdings of Katzman Group and of Segal Group under Section 1 above, the shares of Norstar owned by FUF shall be attributed to the Stockholders pro rata to their respective ownership in FUF, as such ownership may be at the time of attribution, and shall be added to the shares in Norstar owned directly by such Stockholder.
4. Confidentiality. All materials and information obtained by any Stockholder pursuant to this Agreement or otherwise delivered by one Stockholder to any other Stockholder shall be kept confidential and shall not be disclosed to any third party except (a) as has become generally available to the public (other than through disclosure by such Stockholder in contravention of this Agreement), (b) to such Stockholders directors, officers, trustees, partners, employees, agents and professional consultants on a need to know basis, , (c) to any person or entity to which such Stockholder offers to sell or transfer any shares of Common Stock, provided, that the prospective transferee shall agree to be bound by the provisions of this Section 4, (d) in any report, statement, testimony or other submission to any governmental authority having or claiming to have jurisdiction over such Stockholder, or (f) in order to comply with any law, rule, regulation or order applicable to such Stockholder, or in response to any legal process or formal or informal investigative demand issued to such Stockholder in the course of any litigation, investigation or administrative proceeding.
5. Conflicting Agreements. No Stockholder shall act, for any reason, as a member of a group or in concert or enter into any agreement or arrangement with any other person in connection with the acquisition, disposition or voting of Stockholder Shares in any manner which is inconsistent with the provisions of this Agreement.
6. Definitions.
Business Day means any day on which banks are open for business in the city of New York.
control as defined under the Israeli Securities Law 5728-1968.
Common Stock means (i) Norstars common stock, par value $1 per share; and (ii) any securities issued or issuable with respect to the capital stock referred to in clause (i) above by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization; and (iii) any Norstars common stock issued upon the exercise or conversion of any warrants or convertible debentures or any other securities convertible into or exchangeable for shares of common stock of Norstar.
Stockholder(s) shall have the meaning as set forth in the preamble and shall include their permitted successors and assigns.
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Stockholder Shares means any Common Stock owned by, or attributed to, from time to time, a Stockholder.
7. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment, termination or waiver is approved in writing by each of the parties to this Agreement. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.
8. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
9. Entire Agreement. This document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. For the avoidance of doubt, this Agreement shall not affect, limit or otherwise modify the provisions of the following documents: (i) the Irrevocable Proxy and Power of Attorney granted to Mr. Chaim Katzman by FUF on April 4 2004; (ii) the agreement between M. Chaim Katzman, Mrs. Erica Ottoson and FUF dated April 4 2004 with respect to their holdings in FUF; and (iii) the Irrevocable Proxy and Power of Attorney granted to Mr. Chaim Katzman by Mrs. Erica Ottoson pursuant to the agreement referred-to in the preceding paragraph (ii).
10. Successors and Assigns; Transfers of Common Stock; Transfers of Interests in Subsidiaries; Assignment of Rights.
(a) | Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any Party hereto without the prior consent of the other parties, provided, however, that any Party hereto (an Assignor) may assign its rights and obligations hereunder to another person (which term shall include any entity) (an Assignee) that is controlled by or under common control with the Assignor; provided, that the Assignee agree in writing to be subject to the terms and conditions of this Agreement to which the Assignor was subject and the relevant definition of such party shall be modified to include such Assignee therein. In addition, any transfer of Stockholder Shares by any Party to another person (which term shall include any entity) that is controlled by or under common control with such transferring Party shall be subject to such transferees agreement in writing to be subject to the terms and conditions of this Agreement, and the relevant definition of such Party shall be modified to include such transferee therein. |
(b) | This Agreement shall bind and inure to the benefit of and be enforceable by the Stockholders and the respective successors and permitted assigns of each of them, so long as they hold Stockholder Shares. |
11. Counterparts. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
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12. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, mailed, sent by reputable courier service, or faxed to any recipient at the address indicated in Section 13 below, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when delivered personally, three Business Days after deposit in the U.S. mail, one Business Day after deposit with a reputable overnight courier service and one Business Day after receipt of fax confirmation.
13. Representative.
(a) | Any decisions, consents, agreements, notices or communications required in connection with this Agreement by any member of the Katzman Group shall be made, written or delivered by its representative, Mr. Chaim Katzman, to the address detailed below, and the Parties hereto shall be entitled to rely on the decisions, consents, agreements, notices or communications from Mr. Katzman without further action from any other member of the Katzman Group. |
Mr. Chaim Katzman:
Address: 3872NE 199ter Aventure FL 33180, USA
Fax: +1(305)947-1734
(b) | Any decisions, consents, agreements, notices or communications required in connection with this Agreement by any member of the Segal Group shall be made, written or delivered by its representative, Mr. Dori Segal, with copy to Ottoson, to the address detailed below, and the Parties hereto shall be entitled to rely on the decisions, consents, agreements, notices or communications from Mr. Segal without further action from any other member of the Segal Group. |
Mr. Dori Segal:
Address: 85 Hanna Avenue, Suite 400, Toronto, ON, M6K 3S3, Canada
Fax: +1 (416) 941-1655
Mrs. Erica Ottoson:
Address: 85 Hanna Avenue, Suite 400, Toronto, ON, M6K 3S3, Canada
Fax: +1 (416) 941-1655
14. Governing Law; Consent to Jurisdiction. This Agreement will be construed and interpreted in accordance with and governed by the laws of the State of Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts located in Dade County, Florida, in connection with any suit, action or other proceeding arising out of or relating to this Agreement and the transactions contemplated hereby, and hereby agree not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced by such courts.
15. Term and Renewal.
(a) | This Agreement shall stay in effect until the earlier to occur of (i) the lapse of seven (7) years as of the Effective Date (the Term), or (ii) the Segal Group owns less than 10% of Norstars total outstanding voting capital stock, on a fully-diluted basis, for 90 consecutive days, or (iii) the Katzman Group owns less than 20% of Norstars total outstanding voting capital stock on a fully-diluted basis, for 90 consecutive days, |
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(b) | One year prior to the end of the Term, and provided this Agreement is still in effect at such time, the Parties shall inform each other in writing of their intention to renew this Agreement. If the Parties shall reach agreement on such renewal, this Agreement shall be extended for an additional period of three years from the end of the Term (the Extended Term). The provisions of this Section 15(b) shall apply to each additional extension of this Agreement, mutatis mutandis, such that one year prior to the end of each Extended Term, the Parties may agree on an additional three year extension of this Agreement. |
* * * *
(signatures on following page)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written
KATZMAN GROUP:
/s/ Chaim Katzman | ||
Mr. CHAIM KATZMAN | ||
FIRST US FINANCIAL LLC | ||
By: |
/s/ Chaim Katzman | |
Name: Mr. Chaim Katzman |
SEGAL GROUP:
/s/ Dor J. Segal |
MR. DOR J. SEGAL |
/s/ Erica Ottosson |
MRS. ERICA OTTOSON |