0001104659-03-013862.txt : 20030702 0001104659-03-013862.hdr.sgml : 20030702 20030702141912 ACCESSION NUMBER: 0001104659-03-013862 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20030702 GROUP MEMBERS: AVRAHAM LIVNAT GROUP MEMBERS: CLAL INDUSTRIES AND INVESTMENTS LTD. GROUP MEMBERS: CLAL INDUSTRIES AND TECHNOLOGIES(1997)LTD. GROUP MEMBERS: IDB DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: NOCHI DANKNER GROUP MEMBERS: RUTH MANOR GROUP MEMBERS: SHELLY DANKNER-BERGMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXUS TELOCATION SYSTEMS LTD CENTRAL INDEX KEY: 0000920532 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47672 FILM NUMBER: 03771193 BUSINESS ADDRESS: STREET 1: 6B TFUZOT ISRAEL ST CITY: GIVATAYIM 53583 ISRA STATE: L3 ZIP: 00000 BUSINESS PHONE: 3014689563 FORMER COMPANY: FORMER CONFORMED NAME: NEXUS TELECOMMUNICATIONS SYSTEMS LTD DATE OF NAME CHANGE: 19980112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDB HOLDING CORP LTD CENTRAL INDEX KEY: 0000919593 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 AZRIELI CENTER STREET 2: THE TRIANGULAR TOWER, 44TH FLOOR CITY: TEL AVIV ISRAEL BUSINESS PHONE: 2122511153 MAIL ADDRESS: STREET 1: 511 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 j2698_sc13da.htm SC 13D/A

SEC 1746
(11-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
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	SCHEDULE 13D	Estimated average burden hours per response. . 11

Rule 13d-101
Information to be Included in Statements Filed pursuant to Rule 13d-1(a)
and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

NEXUS TELOCATION SYSTEMS LTD.

(Name of Issuer)

ORDINARY SHARES, PAR VALUE NIS 0.03 PER SHARE

(Title of Class of Securities)

M74919107

(CUSIP Number)

Doron Feinberg, Adv.
Clal Industries and Investments Ltd.
3 Azrieli Center, Triangle Tower
Tel Aviv, 67023
Tel: 972-3-6075795
Israel

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 19, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. M74919107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Clal Industries and Technologies (1997) Ltd. (no U.S. I.D. number)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Israel

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 134,971 shares

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 134,971 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 134,971 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 1.14%

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Clal Industries and Investments Ltd. (no U.S. I.D. number)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Israel

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 1,223,176 shares

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,223,176 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,223,176 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 10.29%

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). IDB Development Corporation Ltd. (no U.S. I.D. number)

	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

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 1,449,043 shares

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,449,043 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,449,043 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 12.19%

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). IDB Holding Corporation Ltd. (no U.S. I.D. number)

	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

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 1,449,043 shares

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,449,043 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,449,043 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 12.19%

	14.	Type of Reporting Person (See Instructions) CO

	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

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 1,449,043 shares

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,449,043 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,449,043 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 12.19%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Shelly Dankner-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

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 1,449,043 shares

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,449,043 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,449,043 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 12.19%

	14.	Type of Reporting Person (See Instructions) IN

	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

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 1,449,043 shares

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,449,043 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,449,043 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 12.19%

	14.	Type of Reporting Person (See Instructions) IN

	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

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 1,449,043 shares

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,449,043 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,449,043 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 12.19%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 4 restates and amends the Statement on Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by certain of the Reporting Persons with respect to the ordinary shares, par value New Israeli Shekel 0.03 per share, of Nexus Telocations Systems Ltd.

Item 1.	Security and Issuer
The class of securities to which this Statement relates is the ordinary shares, par value New Israel Shekel 0.03 per share (the “Ordinary Shares”), of Nexus Telocations Systems Ltd. (the “Issuer”), an Israeli corporation whose principal executive offices are located at 1 Korazin St. Givatayim, 53583, Israel. The Ordinary Shares are traded only on the National Association of Securities Dealers Automatic Quotation System (the “NASDAQ”) – Small Capitalization Stocks.

Item 2.	Identity and Background
(a), (b) and (c):The Reporting Persons.
On May 19, 2003, companies controlled by Oudi Recanati, Leon Recanati, Judith Yovel Recanati and Elaine Recanati, who were Reporting Persons until that date, completed a sale of all the shares (constituting approximately 51.7% of the outstanding share capital) of IDB Holding Corporation Ltd. owned by such companies to a group comprising a private company controlled by Nochi Dankner and Shelly Dankner-Bergman, a private company controlled by Ruth Manor and a private company controlled by Avraham Livnat. As a result, Oudi Recanati, Leon Recanati, Judith Yovel Recanati and Elaine Recanati ceased to be Reporting Persons, and from such date the following are the names of the Reporting Persons, the place of organization, principal business, and address of principal business of each Reporting Person that is a corporation, and the residence or business address and present principal occupation of each Reporting Person who is a natural person:
(1) Clal Industries and Technologies (1997) Ltd. (“Clal Technologies”), an Israeli corporation, with its principal office at the Triangular Tower, 45^rd floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Clal Technologies is a holding company whose principal holdings are in the industrial and technology sectors. Clal Technologies owns directly Ordinary Shares of the Issuer.
(2) Clal Industries and Investments Ltd. (“Clal Industries”), an Israeli public corporation with its principal office at the Triangular Tower, 45^rd floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Clal Industries is a holding company whose principal holdings are in the industrial and technology sectors. The outstanding shares of Clal Industries are listed for trading on the Tel Aviv Stock Exchange. As of May 19, 2003, Clal Industries owned all the outstanding shares of Clal Technologies. Clal Industries owns directly Ordinary Shares of the Issuer. By reason of Clal Industries’s control of Clal Technologies, Clal Industries may be deemed beneficial owner of, and to share the power to vote and dispose of the Ordinary Shares owned directly by Clal Technologies.

(3) IDB Development Corporation Ltd. (“IDB Development”), an Israeli public corporation, with its principal office at the Triangular Tower, 44^th floor, 3 Azrieli Center, Tel Aviv 67023, Israel. IDB Development, through its subsidiaries, organizes, acquires interests in, finances and participates in the management of companies. The outstanding shares of IDB Development are listed for trading on the Tel Aviv Stock Exchange. Since 1982 IDB Development owned, initially an indirect controlling interest and later a direct controlling interest in Clal Industries and as of May 19, 2003 IDB Development owned approximately 63.64% of the outstanding shares of Clal Industries. IDB Development owns directly Ordinary Shares of the Issuer. By reason of IDB Development’s control of Clal Industries, IDB Development may be deemed beneficial owner of, and to share the power to vote and dispose of the Ordinary Shares owned directly by Clal Industries and Clal Technologies.

(4) IDB Holding Corporation Ltd. (“IDB Holding”), an Israeli public corporation, with its principal office at the Triangular Tower, 44^th floor, 3 Azrieli Center, Tel Aviv 67023, Israel. IDB Holding is a holding company that, through IDB Development, organizes, acquires interests in, finances and participates in the management of companies. The outstanding shares of IDB Holding are listed for trading on the Tel Aviv Stock Exchange. As of May 19, 2003, IDB Holding owned approximately 58% of the outstanding shares of IDB Development. By reason of IDB Holding’s control (through IDB Development) of Clal Industries, IDB Holding may be deemed beneficial owner of, and to share the power to vote and dispose of the Ordinary Shares owned directly by IDB Development, Clal Industries and Clal Technologies.

The following persons, may by reason of their interests in and relationships among them with respect to IDB Holding be deemed to control the corporations referred to in paragraphs (1) - (4) above:

(5) Mr. Nochi Dankner, whose address is 46 Rothschild Blvd., 22^nd floor, Tel-Aviv 66883, Israel. His present principal occupation is businessman and director of companies.

(6) Mrs. Shelly Dankner-Bergman, whose address is 12 Recanati Street, Ramat Aviv Gimmel, Tel Aviv, Israel. Her present principal occupation is director of companies.

(7) Mrs. Ruth Manor, whose address is 26 Hagderot Street, Savyon, Israel. Her present principal occupation is director of companies.

(8) Mr. Avraham Livnat, whose address is Taavura Junction, Ramle, Israel. His present principal occupation is Managing Director of Taavura Holdings Ltd., an Israeli private company.

Nochi Dankner (together with a private company controlled by him) and Shelly Dankner-Bergman own approximately 41.1% and 15.6% respectively of the outstanding shares of, and control, Ganden Holdings Ltd. (“Ganden Holdings”), a private Israeli corporation, which owns through intermediary private companies all the outstanding shares of Ganden Investments I.D.B. Ltd. (“Ganden”), a private

Israeli corporation which in turn owns since May 19, 2003 approximately 31.02% of the outstanding shares of IDB Holding. Nochi Dankner and Shelly Dankner-Bergman, who are brother and sister, entered into a memorandum of understanding dated May 5, 2003 setting forth, among other things, agreements between them as to how they will vote their shares of Ganden Holdings at its shareholders’ meetings, who will they appoint as directors of such corporation, and first refusal and tag along rights available to each one of them in connection with sales of shares of such corporation owned by the other. In addition, pursuant to an Investment and Shareholders Agreement dated February 9, 2000, as amended, among Ganden Holdings and all its shareholders, Nochi Dankner has an option exercisable from time to time until February 15, 2005 to acquire from Ganden Holdings shares constituting up to 9% of the outstanding shares of such corporation. Furthermore, Nochi Dankner granted to two of the other shareholders of Ganden Holding a put option which is exercisable at any time until the earlier of an initial public offering of Ganden Holdings’ shares or June 7, 2006, whereby Nochi Dankner may be required to acquire from such other shareholders certain shares of Ganden Holdings constituting in the aggregate at the date hereof approximately 10% of its outstanding shares. Also, Nochi Dankner granted to such shareholders and to one other shareholder of Ganden Holdings a tag along right to participate in certain sales of Ganden Holdings’ shares by Nochi Dankner, and such shareholders agreed to vote all their shares of Ganden Holdings, constituting in the aggregate at the date hereof approximately 13.7% of Ganden Holdings’ outstanding shares, in accordance with Nochi Dankner’s instructions. Nochi Dankner is the Chairman of the Boards of Directors, and Shelly Dankner-Bergman is a director, of IDB Holding, IDB Development and Clal.

Ruth Manor controls a private Israeli corporation which in turn controls Manor Investments - IDB Ltd. (“Manor”), a private Israeli corporation owning since May 19, 2003 approximately 10.34% of the outstanding shares of IDB Holding. Ruth Manor’s husband, Isaac Manor, and their son, Dori Manor, are directors of IDB Holding, IDB Development and Clal.

Avraham Livnat controls a private Israeli corporation which owns all the outstanding shares of Avraham Livnat Investments (2002) Ltd. (“Livnat”), a private Israeli corporation owning since May 19, 2003 approximately 10.34% of the outstanding shares of IDB Holding. Avraham Livnat’s son, Zvi Livnat, is a director of IDB Holding, IDB Development and Clal.

Ganden, Manor and Livnat entered into a Shareholders Agreement dated May 23, 2002 (the “Shareholders Agreement”) with respect to their ownership of shares of IDB Holding, constituting in the aggregate approximately 51.7% of the outstanding shares of IDB Holding, for the purpose of maintaining and exercising control of IDB Holding as one single group of shareholders. The Shareholders Agreement provides, among other things, that Ganden will be the manager of the group as long as Ganden and its permitted transferees will be the largest shareholder of IDB Holding among the parties to the Shareholders Agreement; that the parties to the Shareholders Agreement will vote together at shareholders’ meetings of IDB Holding as shall be determined according to a certain mechanism set forth therein; and that they will exercise their voting power in IDB Holding for electing their designees as directors of IDB Holding and its direct and indirect subsidiaries and other investee companies. Other provisions of the Shareholders Agreement relate,

among other things, to proposed transactions in shares of IDB Holding by any party thereto, including (i) a limitation whereby no party may sell its shares of IDB Holding for a period of two years from May 19, 2003 other than to certain permitted transferees of such party, (ii) a right of “first opportunity” whereby any party wishing to sell any of its shares of IDB Holding, other than to certain permitted transferees of such party, must first offer such shares to the other parties, (iii) a “tag along” right whereby in case of sale of any shares of IDB Holding owned by the manager of the group, other than to certain permitted transferees thereof, the other parties may join such sale, (iv) a “drag along” right whereby in case of sale of all of the shares of IDB Holding owned by the manager of the group, it may obligate the other parties to sell all their shares of IDB Holding together with such sale by the manager of the group to the same purchaser, at the same time and on terms as set forth in the Shareholders Agreement, (v) an obligation of any party to offer its shares of IDB Holding to the other parties upon certain changes in the control of such party, and (vi) a right of participation in future acquisitions of shares of IDB Holding whereby any party acquiring additional shares of IDB Holding from third parties must offer the other parties the opportunity to participate in such acquisition on a pro rata basis. No party may sell shares of IDB Holding to any purchaser (including permitted transferees of such party) unless such purchaser joins the Shareholders Agreement and assumes the rights and obligations of the selling party thereunder with respect to the shares sold by it. The term of the Shareholders Agreement is twenty years from May 19, 2003 which may be extended by agreement of all parties thereto, and may be terminated as to any party in certain circumstances as set forth therein.

Ganden, Manor and Livnat pledged their shares of IDB Holding to certain financial institutions as collateral for the repayment of certain loans in an aggregate principal amount of $219 million borrowed by Ganden, Manor and Livnat to finance part of the price which they paid for the shares of IDB Holding purchased by them. The scheduled repayment dates of these loans are spread over a period of 12 years ending in May 2015. The pledges will be in effect until the loans are fully repaid, and include, among other things, certain restrictions relating to the disposition of, and the exercise of the voting rights attached to, the pledged shares. The lenders may realize the pledges and also may accelerate the repayment dates of the loans, in several different events (some of which will not be considered for such purpose to have occurred if rectified as provided for in the agreements relating to the loans) including, among others, default by the borrowers in performing their obligations under the agreements relating to these loans; the occurrence of events that entitle a third party to accelerate the repayment of other debts of the borrowers, or certain debts of IDB Holding or any of several specified companies held by it; if the borrowers or IDB Holding or certain of its major subsidiaries enter into certain extraordinary transactions such as a merger or reorganization, or sale or acquisition of major assets, or resolve to be voluntarily wound up, without the lenders’ consent; if any of such entities becomes subject to insolvency, receivership or certain other similar proceedings; if certain financial ratios with respect IDB Holding, or a certain minimum ratio between the value of the collateral and the outstanding balance of the loans, are not met; if the shares of IDB Holding or certain of its major subsidiaries are delisted from trading on the Tel Aviv Stock Exchange; if the Shareholders Agreement is amended without the lenders’ consent, or the control of the borrowers is changed;

and the occurrence of a material adverse change in the financial condition of IDB Holding, which in the lenders’ opinion may jeopardize the repayment of the loans, or an adverse change in the financial condition of certain entities and persons controlling the borrowers, which in the lenders’ opinion may jeopardize the payment of certain contingent financial liabilities of such entities and persons in connection with the loans.
By reason of the control of IDB Holding by Nochi Dankner, Shelly Dankner-Bergman, Ruth Manor and Avraham Livnat, and the relations among them, as set forth above, Nochi Dankner, Shelly Dankner-Bergman, Ruth Manor and Avraham Livnat may each be deemed beneficial owner of, and to share the power to vote and dispose of, the Ordinary Shares owned directly by Clal Technologies, Clal Industries and IDB Development.
The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) Clal Industries, (ii) Clal Technologies, (iii) IDB Holding and (iv) IDB Development are set forth in Exhibits A, B, C and D attached hereto, respectively, and incorporated herein by reference.
(d) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Exhibits A, B, C and D to this Statement, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors.
(e) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Exhibits A, B, C and D to this Statement, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Persons referred to in (5), (6), (7) and (8) above are citizens of Israel.

Item 3.	Source and Amount of Funds or Other Consideration
(1) Clal Industries and Clal Technologies entered into a Share Purchase Agreement with the Issuer on April 13, 1998 (the “Share Purchase Agreement”), pursuant to which Clal Industries and Clal Technologies jointly acquired an aggregate of 450,000 Ordinary Shares of the Issuer at the price of $5.50 per share, or $2,475,000 in the aggregate. The Share Purchase Agreement attached as exhibit 12 and incorporated herein by reference.
In addition, on April 13, 1998 Clal Technologies acquired from Yozma Polaris Fund L.P., Leader Underwrites Ltd. And Dovrat Shrem & Co. Ltd., 152,752, 50,387 And 296,861 Ordinary Shares of the Issuer, respectively, at the price of $5.25 per share, or $2,625,000 in the aggregate. Clal Technologies also acquired an aggregate of

164,000 Ordinary Shares of the Issuer in open market transactions, from April 2, 1998 through April 6, 1998, at prices ranging from $5.500 to $5.875 per share. The Ordinary Shares acquired through April 13, 1998 were founded out of working capital of Clal Industries.

(2) On various dates from May 29, 1998 through June 16, 1998, Clal (Israel) Ltd. (“Clal Israel”) (an Israeli corporation which was a Reporting Person until July 13, 2000, when it merged into IDB Development and ceased to exist) acquired an aggregate of 206,000 Ordinary Shares of the Issuer in open market transactions at prices ranging from $6.75 to $7.00 per share. The Ordinary Shares acquired through June 16, 1998 were funded out of working capital of Clal Israel.

(3) On various dates from June 19, 1998 through July 5, 1998, Clal Israel acquired an aggregate of 269,000 Ordinary Shares of the Issuer in open market transactions at prices ranging from $6.75 to $7.00 per share. The Ordinary Shares acquired through July 5, 1998 were funded out of working capital of Clal Israel.

(4) On various dates from July 5, 1998 through December 27, 1998, Clal Israel acquired an aggregate of 178,600 Ordinary Shares of the Issuer in open market transactions on the NASDAQ at prices ranging from $2.719 to $6.500 per share. The cost of the 178,600 Ordinary Shares was funded out of working capital of Clal Israel.

On various dates from August 27, 1998 through September 2, 1998, Clal Technologies acquired an aggregate of 89,500 Ordinary Shares in open market transactions on the NASDAQ at prices ranging from $5.063 to $5.313 per share. The cost of the 89,500 Ordinary Shares was funded out of working capital of Clal Industries.

(5) On December 30, 1998, Clal Technologies sold 753,500 Ordinary Shares of the Issuer, constituting all the Ordinary Shares of the Issuer owned by it, to Clal Industries at price of $2.75 per share in a privately negotiated transaction. As of December 30, 1998, Clal Technologies no longer held beneficially or of record, Ordinary Shares of the Issuer. Clal Technologies did not acquire any Ordinary Shares of the Issuer until July 23, 2001, as discussed below.

(6) On January 11, 2000, Clal Israel acquired 103,200 Ordinary Shares of the Issuer in open market transactions on the NASDAQ at price of $2.500 per share. The cost of the 103,200 Ordinary Shares was funded out of working capital of Clal Israel.

On January 11, 2000, Clal Industries acquired 102,722 Ordinary Shares and on February 29, 2000, Clal Industries acquired 69,278 Ordinary Shares in open market transactions on the NASDAQ at price of $2.512 per share. The cost of the 172,000 Ordinary Shares was funded out of working capital of Clal Industries.

(7) On various dates from March 13, 2000 through March 20, 2000, Clal Israel sold an aggregate of 148,000 Ordinary Shares of the Issuer in open market transactions on the NASDAQ at prices ranging from $6.938 to $9.500 per share.

(8) On April 4, 2001, the Issuer made a reverse split on basis of the rate of 1:3 and as a result of the reverse split Clal Industries held 458,500 Ordinary Shares of the Issuer and IDB Development held 225,867 Ordinary Shares of the Issuer.
(9) On July 23, 2001, Clal Industries received 629,705 Ordinary Shares of the Issuer and Clal Technologies received 134,971 Ordinary Shares of the Issuer as part of distribution of a dividend in kind of all of the Ordinary Shares of the Issuer held by BVR Technologies Ltd. (“BVR”).

Item 4.	Purpose of Transaction
(1) The purchase of Ordinary Shares of the Issuer by Clal Industries and Clal Technologies was for investment purposes only.
Pursuant to a shareholder agreement, dated April 13, 1998, between Clal Industries, Clal Technologies and BVR (the “Shareholders Agreement”) for as long as Clal Industries and/or Clal Technologies (for this purpose, “Clal”) holds at least 5% of the issued capital of the Issuer, BVR agrees to vote in favor of a nominee proposed by Clal to be a member of the Board of Directors of the Issuer and any of its material subsidiaries. The member shall be entitled to serve as a member of any committee of such board. For as long as Clal holds at least 20%, BVR agrees to vote in favor of a second nominee proposed by Clal. For as long as BVR holds at least 25% of the issued capital of the Issuer and BVR’s holding of the issued capital is greater than Clal’s, Clal agrees to vote in favor of all nominees proposed by BVR to be members of the Board of Directors of the Issuer. For as long as BVR holds at least 20%, Clal agrees to vote in favor of two nominees proposed by BVR. For as long as BVR holds at least 5%, Clal agrees to vote in favor of one nominee proposed by BVR. The Shareholders Agreement attached as exhibit 13 and incorporated herein by reference.
(2) The purchase of Ordinary Shares of the Issuer by Clal Israel was for investment purposes. The Reporting Persons may purchase additional Ordinary Shares of the Issuer or dispose of Ordinary Shares of the Issuer if they deem it to be in their best interest.

Item 5.	Interest in Securities of the Issuer
(1) As of April 13, 1998:
As a result of the open market purchases and private purchases made by Clal Technologies and the joint purchases made by Clal Technologies and Clal Industries pursuant to the Share Purchase Agreement, Clal Technologies was the direct owner of 1,114,000 Ordinary Shares of the Issuer, including 450,000 owned jointly with Clal Industries. As a result of the direct ownership of Ordinary Shares of the Issuer by Clal Technologies and Clal Industries, and the direct ownership of shares of BVR, which owned at that time 3,964,201 Ordinary Shares of the Issuer, Clal Technologies, Clal Industries, Clal Israel, IDB Development and IDB Holding were the beneficial owners of 5,078,201 Ordinary Shares of the Issuer, constituting approximately 42.02% of the Ordinary Shares of the Issuer advised to be outstanding as of April 13, 1998.

During the 60 days proceeding April 13, 1998, Clal Technologies made the following purchases of Ordinary Shares of the Issuer in open market transactions on Nasdaq:

Date	Amount of Ordinary Share	Price Per Share
April 2, 1998	11,500	$	5.625
April 2, 1998	7,500	$	5.688
April 3, 1998	5,000	$	5.625
April 6, 1998	100,000	$	5.500
April 6, 1998	10,000	$	5.688
April 6, 1998	30,000	$	5.875

(2) As of June 16, 1998:

Clal Technologies was the direct owner of 1,114,000 Ordinary Shares of the Issuer, including 450,000 owned jointly with Clal Industries. As a result of the direct ownership of such 1,114,000 Ordinary Shares of the Issuer by Clal Technologies and Clal Industries, and the direct ownership of shares of BVR at such time, which owned 3,964,201 Ordinary Shares of the Issuer, as of June 16, 1998, Clal Technologies and Clal Industries shared the power to vote and dispose of 5,078,201 Ordinary Shares of the Issuer, constituting approximately 42.02% of the Ordinary Shares of the Issuer advised by the Issuer to be outstanding as of June 16, 1998. As a result of the open market purchases made by Clal Israel, as of June 16, 1998, Clal Israel was the direct owner of 206,000 Ordinary Shares of the Issuer. Accordingly, as of June 16, 1998, Clal Israel, IDB Development and IDB Holding shared the power to vote and dispose of 5,284,201 Ordinary Shares of the Issuer, constituting approximately 43.72% of the Ordinary Shares of the Issuer advised by the Issuer to be outstanding as of June 16, 1998.

During the 60 days proceeding June 16, 1998, Clal Israel made the following purchases of Ordinary Shares of the Issuer in open market transactions on Nasdaq:

Date	Amount of Ordinary Shares	Price Per Share
May 29, 1998	1,300	$	7
June 1, 1998	86,000	$	6.86
June 2, 1998	5,000	$	6.88
June 3, 1998	6,500	$	7.00
June 4, 1998	9,200	$	7.00
June 8, 1998	10,000	$	7.00
June 8, 1998	3,500	$	6.97
June 9, 1998	20,000	$	7.00
June 10, 1998	9,000	$	6.94
June 10, 1998	2,500	$	6.88
June 10, 1998	4,000	$	6.84
June 11, 1998	17,500	$	7.00
June 12, 1998	25,000	$	7.00
June 15, 1998	1,500	$	6.75
June 16, 1998	5,000	$	6.75

(3) As of July 5, 1998:

Clal Technologies was the direct owner of 1,114,000 Ordinary Shares of the Issuer, including 450,000 owned jointly with Clal Industries. As a result of the direct ownership of such 1,114,000 Ordinary Shares of the Issuer by Clal Technologies and Clal Industries, and the direct ownership of shares of BVR, at such time, which owned 3,964,201 Ordinary Shares of the Issuer, as of July 5, 1998, Clal Technologies and Clal Industries shared the power to vote and dispose of 5,078,201 Ordinary Shares of the Issuer, constituting approximately 42.02% of the Ordinary Shares of the Issuer advised by the Issuer to be outstanding as of July 5, 1998. As of July 5, 1998, Clal Israel was the direct owner of 475,000 Ordinary Shares of the Issuer. Accordingly, as of July 5, 1998, Clal Israel, IDB Development and IDB Holding shared the power to vote and dispose of 5,553,201 Ordinary Shares of the Issuer, constituting approximately 45.95% of the Ordinary Shares of the Issuer advised by the Issuer to be outstanding as of July 5, 1998.

During the period from June 17, 1998 (the day after the last transaction reported before) through July 5, 1998, Clal Israel made the following purchases of Ordinary Shares of the Issuer in open market transactions on Nasdaq:

Date	Amount of Ordinary Shares	Price Per Share
June 19, 1998	5,000	$	6.75
June 22, 1998	13,500	$	6.75
June 25, 1998	500	$	6.69
July 5, 1998	250,000	$	7.00

Information provided at the time to such Reporting Persons indicate that except as aforesaid, none of the Reporting Persons purchased or sold any Ordinary Shares of the Issuer since June 16, 1998.

(4) As of October 20, 2001:

During the period from July 5, 1998 through February 29, 2000, Clal Technologies, Clal Industries and Clal Israel made the following purchases of Ordinary Shares of the Issuer, all of which were made in open market transactions on the NASDAQ:

Name of Company	Date	Amount of Ordinary Shares purchased	Price Per Share
Clal Israel	July 5, 1998	25,000	$	6.50
Clal Technologies	August 27, 1998	10,000	$	5.313
Clal Technologies	August 31, 1998	15,000	$	5.188
Clal Technologies	August 31, 1998	14,500	$	5.063
Clal Technologies	September 2, 1998	50,000	$	5.125
Clal Israel	September 9, 1998	5,000	$	5.125
Clal Israel	September 10, 1998	24,000	$	5.125
Clal Israel	September 11, 1998	11,000	$	5.125

Name of Company	Date	Amount of Ordinary Shares purchased	Price Per Share
Clal Israel	October 18, 1998	2,500	$	3.875
Clal Israel	October 20, 1998	17,000	$	3.875
Clal Israel	October 22, 1998	5,000	$	3.906
Clal Israel	October 27, 1998	8,000	$	4.000
Clal Israel	October 28, 1998	3,000	$	4.000
Clal Israel	December 24, 1998	3,700	$	2.719
Clal Israel	December 27, 1998	74,400	$	2.778
Clal Israel	January 11, 2000	103,200	$	2.500
Clal Industries	January 11, 2000	102,722	$	2.512
Clal Industries	February 29, 2000	69,278	$	2.512

During the period from March 13, 2000 through March 20, 2000, Clal Israel made the following sales of Ordinary Shares of the Issuer, all of which were made in open market transactions on the NASDAQ:

Date	Amount of Ordinary Shares sold	Price Per Share
March 13, 2000	6,300	$	9.125
March 13, 2000	100	$	9.125
March 13, 2000	10,000	$	9.250
March 13, 2000	6,100	$	9.375
March 14, 2000	5,000	$	9.063
March 14, 2000	10,000	$	9.250
March 14, 2000	1,600	$	9.375
March 14, 2000	5,000	$	9.438
March 14, 2000	8,400	$	9.500
March 15, 2000	5,000	$	7.438
March 15, 2000	28,300	$	7.500
March 15, 2000	3,500	$	7.563
March 15, 2000	2,000	$	7.625
March 15, 2000	3,500	$	7.688
March 15, 2000	5,000	$	7.875
March 16, 2000	1,000	$	6.938
March 16, 2000	7,500	$	7.000
March 16, 2000	5,000	$	7.125
March 16, 2000	5,000	$	7.250
March 16, 2000	2,600	$	7.375
March 16, 2000	100	$	7.438
March 16, 2000	2,500	$	7.469
March 16, 2000	1,000	$	7.484
March 16, 2000	5,500	$	7.500
March 20, 2000	11,500	$	7.125
March 20, 2000	4,000	$	7.188
March 20, 2000	2,500	$	7.219

Clal Technologies was the direct owner of 134,971 Ordinary Shares of the Issuer and Clal Industries was the direct owner of 1,088,205 Ordinary Shares of the Issuer. As a result of Clal Industries ownership of Clal Technologies, Clal Industries may have been deemed to share the power to vote and dispose of a total 1,223,176 Ordinary Shares of the Issuer, constituting approximately 11.23% of the Ordinary Shares then outstanding.

IDB Development was the direct owner of 225,867 Ordinary Shares of the Issuer. As of such date, IDB Development may have been deemed to share the power to vote and dispose of the 1,449,043 Ordinary Shares of the Issuer held by it, Clal Industries and Clal Technologies, constituting approximately 13.31% of the Ordinary Shares then outstanding and IDB Holding may have been deemed to share the power to vote and dispose of 1,449,043 Ordinary Shares of the Issuer, held by IDB Development, Clal Industries and Clal Technologies, constituting approximately 13.31% of the Ordinary Shares then outstanding.

After the distribution of a dividend in kind of all of the Ordinary Shares of the Issuer held by BVR, BVR no longer owned Ordinary Shares of the Issuer.

The Issuer advised at that time such Reporting Persons that there were 10,889,932 Ordinary Shares outstanding as of September 30, 2001. The percentages of Ordinary Shares outstanding set forth above in this section (4) are based on this number.

Information provided at the time to such Reporting Persons indicate that except as aforesaid, none of the Reporting Persons purchased or sold any Ordinary Shares of the Issuer since July 5.

(5) As of May 19, 2003:

Clal Technologies was the direct owner of 134,971 Ordinary Shares of the Issuer or approximately 1.14% of the outstanding Ordinary Shares. Clal Technologies shares the power to vote and dispose of these Ordinary Shares.

Clal Industries was the direct owner of 1,088,205 Ordinary Shares of the Issuer. As a result of Clal Industries ownership of Clal Technologies, Clal Industries may be deemed to share the power to vote and dispose of a total 1,223,176 Ordinary Shares of the Issuer, constituting approximately 11.23% of the Ordinary Shares of the Issuer. Clal Industries shares the power to vote and dispose of these Ordinary Shares.

IDB Development was the direct owner of 225,867 Ordinary Shares of the Issuer. As a result of IDB Development ownership of Clal Industries, IDB Development may be deemed to share the power to vote and dispose of a total 1,449,043 Ordinary Shares of the Issuer, constituting approximately 13.31% of the Ordinary Shares of the Issuer. IDB Development shares the power to vote and dispose of these Ordinary Shares.

IDB Holding and the Reporting Persons who are natural persons may each be deemed beneficial owner of, and to share the power to vote and dispose of the

1,449,043 Ordinary Shares held by Clal Technologies, Clal Industries and IDB Development, or approximately 13.31% of the outstanding Ordinary Shares.
The Issuer advised the Reporting Persons that there were 11,889,932 Ordinary Shares outstanding as of March 31, 2003. The percentages of Ordinary Shares outstanding set forth above in this Section (5) are based on this number.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as described herein and in Item 4 hereof, none of the Reporting Persons has any contacts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Pursuant to the Share Purchase Agreement, so long as Clal Holds at least 5% of the issued capital of the Issuer, Clal has certain preemptive rights to acquire additional capital stock of the Issuer in order to maintain Clal’s proportionate holding of the Issuer’s share capital.

Item 7.	Material to Be Filed as Exhibits

Exhibits 1, 2 ,3 and 4		Name, citizenship, business address, present principal occupation and employer of executive officers and directors of (1)Clal Industries (2) Clal Technologies (3) IDB Holding and (4) IDB Development.

Exhibit 5-		Agreement dated June 22, 2003, between Clal Technologies and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendments hereto on behalf of Clal Technologies.

Exhibit 6-		Agreement dated June 22, 2003, between Clal Industries and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendments hereto on behalf of Clal Industries.

Exhibit 7-		Agreement dated June 23, 2003, between IDB Development and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendments hereto on behalf of IDB Development.

Exhibit 8 -		Agreement dated June 18, 2003 between Nochi Dankner and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendments hereto on behalf of Mr. Dankner.

Exhibit 9 -		Agreement dated June 23, 2003 between Shelly Dankner-Bergman and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendment hereto on behalf of Mrs. Dankner-Bergman.

Exhibit 10 -		Agreement dated June 22, 2003 between Avraham Livnat and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendment hereto on behalf of Mr. Livnat.

Exhibit 11 -		Agreement dated June 19, 2003 between Ruth Manor and IDB Holding authorizing IDB Holding to file this Schedule 13D and any amendment hereto on behalf of Mrs. Manor.

Exhibit 12-		Share Purchase Agreement dated April 13, 1998 between Clal Industries, Clal Technologies and Nexus Telocation Systems Ltd.

Exhibit 13-		Shareholders Agreement dated April 13, 1998 between Clal Industries, Clal Technologies and BVR Technologies Ltd.

Signature

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: as of June 30, 2003

CLAL INDUSTRIES AND TECHNOLOGIES (1997) LTD. CLAL INDUSTRIES AND INVESTMENTS LTD. IDB DEVELOPMENT CORPORATION LTD. IDB HOLDING CORPORATION LTD. NOCHI DANKNER SHELLY DANKNER-BERGMAN AVRAHAM LIVNAT RUTH MANOR









By:	IDB HOLDING CORPORATION LTD.


	By:	(Signed)
		Rina Cohen and Arthur Caplan, authorized signatories of IDB Holding Corporation Ltd. for itself and on behalf of Clal Industries and Technologies (1997) Ltd., Clal Industries and Investments Ltd., IDB Development Corporation Ltd., Nochi Dankner, Shelly Dankner-Bergman, Avraham Livnat and Ruth Manor pursuant to the agreements annexed as exhibit 5-11 to this Schedule 13D.

EX-1 3 j2698_ex1.htm EX-1

Exhibit 1

(Information provided as of June 23, 2003 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal Industries and Investments Ltd.
Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel
(citizenship the same as country of residence unless otherwise noted)

Name and Address	Position in Clal Industries	Principal Occupation

Nochi Dankner 46 Rothschild Blvd., 22^nd floor Tel-Aviv 66883, Israel	Chairman of the Board	Business Manager, Chairman and Director of Companies, Attorney

Shelly Dankner-Bergman 12 Recanati St, Ramat- Aviv Gimel Tel-Aviv 69494, Israel	Director	Director of Companies

Zvi Livnat Taavura Junction, Ramla 72102, Israel	Director and Co-Chief Executive Officer	Vice President of Taavura Holdings

Avi Fischer 11 Beit Zuri St. Ramat Aviv, Tel-Aviv, Israel	Director and Co-Chief Executive Officer	Partner in Fischer, Behar, Chen & Co. law firm, Chairman of Ganden tourism & Aviation Ltd., Vice-Chairman of Ganden Holdings Ltd., Director of companies

Isaac Manor* 26 Hagderot St. Savion, Israel	Director	Chairman of the board of Automobile Companies

Dori Manor* 18 Hareches St. Savion, Israel	Director	Chief Executive Officer of Automobile Companies

Lior Hannes 46 Rothschild Blvd., 22^ndfloor Tel-Aviv 66883, Israel	Director	CEO of Ganden Tourism & Aviation Ltd., Director of companies

Refael Bisker 46 Rothschild Blvd., 22^ndfloor Tel-Aviv 66883, Israel	Director	CEO of Ganden Real Estate Ltd., Chairman & Director of Companies

Name and Address	Position in Clal Industries	Principal Occupation

Darko Horvat** 20 Kensington Park Gardens, London W113HD, UK	Director	Founder owner and president of Aktiva group

Mark Schimmel*** 54-56 Euston St. London NW1 U.K.	Director	Director of Companies

Yecheskel Dovrat 1 Nachshon St. Ramat Hasharon, Israel	Director	Economical consultant & Director of companies

Eliahu Cohen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Director	Director and Chief Executive Officer of IDB Holding and IDB Development

David Leviatan 18 Mendele Street Herzelia, Israel	Director	Director of Companies

Nachum Langental 3a Jabotinski Street, Ramat Gan, Israel	External Director	Director of Companies

Aliza Rotbard 6, Rosenblum Street; #6101 Sea & Sun Tel Aviv, Israel	External Director	C.E.O of DOORS Information Systems, Inc.

Azri Gonen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Executive Vice President	Executive Vice President of Clal Industries

Yeoshua Agassi 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Executive Vice President	Executive Vice President of Clal Industries

David Haselkorn# 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Senior Executive Manager	Chief Executive Officer of Clal Biotechnology Industries Ltd., a wholly owned subsidiary of Clal Industries.

Name and Address	Position in Clal Industries	Principal Occupation

Nitsa Einan 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Vice President and General Counsel	General Counsel of Clal Industries

Gil Milner 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Vice President and Controller	Controller of Clal Industries

Gonen Bieber **** 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Vice President of Finance Manager	Finance Manager of Clal Industries

Guy Rosen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Special Assistant to the CEO	Special Assistant to the CEO of Clal Industries

* Mr. Isaac Manor and Mr. Dori Manor are a dual citizen of Israel and French

** Mr Darko Horvat is a citizen of Slovenia

*** Mr. Mark Schimmel is a citizen of Great Britain

**** Mr. Bieber is a dual citizen of Israel and the Republic of Germany.

# Has given notice of retirement as of July 1, 2003

Based on the information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.

EX-2 4 j2698_ex2.htm EX-2

Exhibit 2

(Information provided as of June 23, 2003 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal Industries and Technologies (1997) Ltd.:
Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel
(citizenship the same as country of residence unless otherwise noted)

Name and Address	Position	Principal Occupation
Gil Milner 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Director	Controller of Clal Industries

Gonen Bieber * 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Director	Finance Manager of Clal Industries

* Mr. Bieber is a dual citizen of Israel and the Republic of Germany.

EX-3 5 j2698_ex3.htm EX-3

Exhibit 3

(Information provided as of June 23, 2003 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers, Directors and Persons Controlling
IDB Holding Corporation Ltd.
Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel
(citizenship the same as country of residence unless otherwise noted)

Name and Address	Position	Principal Occupation

Nochi Dankner 46 Rothschild Blvd., 22^ndfloor Tel-Aviv 66883, Israel	Chairman of the Board	Business Manager, Chairman and Director of Companies, Attorney

Shelly Dankner-Bergman 12 Recanati St, Ramat- Aviv Gimel Tel-Aviv 69494, Israel	Director	Director of Companies

Zvi Livnat Taavura Junction, Ramla 72102, Israel	Director and Co-Chief Executive Officer	Vice President of Taavura Holdings

Avi Fischer 11 Beit Zuri St. Ramat Aviv, Tel-Aviv, Israel	Director and Co-Chief Executive Officer	Partner in Fischer, Behar, Chen & Co. law firm, Chairman of Ganden tourism & Aviation Ltd., Vice-Chairman of Ganden Holdings Ltd., Director of companies

Isaac Manor* 26 Hagderot St. Savion, Israel	Director	Chairman of the board of Automobile Companies

Dori Manor* 18 Hareches St. Savion, Israel	Director	Chief Executive Officer of Automobile Companies

Lior Hannes 46 Rothschild Blvd., 22^ndfloor Tel-Aviv 66883, Israel	Director	CEO of Ganden Tourism & Aviation Ltd., Director of companies

Refael Bisker 46 Rothschild Blvd., 22^ndfloor Tel-Aviv 66883, Israel	Director	CEO of Ganden Real Estate Ltd., Chairman & Director of Companies

Name and Address	Position in Clal Industries	Principal Occupation

Darko Horvat** 20 Kensington Park Gardens, London W113HD, UK	Director	Founder owner and president of Aktiva group

Jacob Schimmel*** 54-56 Euston St. London NW1 U.K.	Director	Chairman & CEO of UKI Investments

Shaul Ben-Zeev Taavura Junction, P.O.Box 320 Ramla 72102, Israel	Director	Chief Executive Officer Avraham Livnat Ltd.

Eliahu Cohen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Director	CEO of IDB Holding and IDB Development

Rolando Eisen 2A Geiger Street Neveh Avivim, Tel Aviv, Israel	Independent Director	Director of Companies

Josef Kucik # 35 Wingate St., Herzliah Pituach, Israel	Independent Director	Director of Companies

Meir Rosenne 14 Aluf Simhony Street Jerusalem, Israel	Director	Attorney

Name and Address	Position	Principal Occupation

Zehavit Joseph**** 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer of IDB Holding and IDB Development

Rina Cohen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Controller	Controller of IDB Holding and IDB Development

* Mr. Isaac Manor and Mr. Dori Manor are dual citizens of Israel and French

** Mr Darko Horvat is a citizen of Slovenia

*** Mr. Jacob Schimmel is a citizen of Great Britain

**** Ms. Joseph is a dual citizen of Israel and the United States.

# Has given notice of retirement as of July 1, 2003

EX-4 6 j2698_ex4.htm EX-4

Exhibit 4

(Information provided as of June 22, 2003 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
IDB Development Corporation Ltd.
Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel
(citizenship is Israel, unless otherwise noted)

Name and Address	Position	Principal Occupation

Nochi Dankner 46 Rothschild Blvd., 22^ndfloor Tel-Aviv 66883, Israel	Chairman of the Board	Business Manager, Chairman and Director of Companies, Attorney

Shelly Dankner-Bergman 12 Recanati St, Ramat- Aviv Gimel Tel-Aviv 69494, Israel	Director	Director of Companies

Zvi Livnat Taavura Junction, Ramla 72102, Israel	Director and Co-Chief Executive Officer	Vice President of Taavura Holdings

Isaac Manor* 26 Hagderot St. Savion, Israel	Director	Chairman of the board of Automobile Companies

Dori Manor* 18 Hareches St. Savion, Israel	Director	Chief Executive Officer of Automobile Companies

Lior Hannes 46 Rothschild Blvd., 22^ndfloor Tel-Aviv 66883, Israel	Director	CEO of Ganden Tourism & Aviation Ltd., Director of companies

Refael Bisker 46 Rothschild Blvd., 22^nd floor Tel-Aviv 66883, Israel	Director	CEO of Ganden Real Estate Ltd., Chairman & Director of Companies

Name and Address	Position in Clal Industries	Principal Occupation

Darko Horvat** 20 Kensington Park Gardens, London W113HD, UK	Director	Founder owner and president of Aktiva group

Jacob Schimmel*** 54-56 Euston St. London NW1 U.K.	Director	Chairman & CEO of UKI Investments

Shaul Ben-Zeev Taavura Junction, P.O.Box 320 Ramla 72102, Israel	Director	Chief Executive Officer Avraham Livnat Ltd.

Eliahu Cohen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Director	CEO of IDB Holding and IDB Development

Abraham Ben Joseph 87 Haim Levanon St., Tel Aviv, Israel	Director	Director of Companies

Arnon Gafny 55 Moshe Kol St., Jerusalem, Israel	Independent Director	Economist

Rami (Avraham) Mardor 33 Haoranim St., Kfar Shmariyahu, Israel	Independent Director	Director of Companies

Name and Address	Position	Principal Occupation

Zehavit Joseph**** 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer of IDB Holding and IDB Development

Avi Shani 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Vice President, Investments & Chief Economist	Vice President, Investments & Chief Economist of IDB Development

Rina Cohen 3 Azrieli Center, Triangular Tower, Tel Aviv, Israel	Controller	Controller IDB Holding and IDB Development

* Mr. Isaac Manor and Mr. Dori Manor are dual citizens of Israel and French

** Mr Darko Horvat is a citizen of Slovenia

*** Mr. Jacob Schimmel is a citizen of Great Britain

**** Ms. Joseph is a dual citizen of Israel and the United States.

EX-5 7 j2698_ex5.htm EX-5

Exhibit 5

June 22, 2003

IDB Holding Corporation Ltd.

3 Azrieli Center,

Triangle Tower,

Tel Aviv, Israel

Gentlemen:

Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that IDB Holding Corporation Ltd. (“IDB Holding”) may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any amendments thereto in respect of shares of Nexus Telocation Systems Ltd. purchased, owned or sold from time to time by the undersigned.

IDB Holding 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,

Clal Industries and Technologies (1997) Ltd.


By:	(Signed)
	Name:	Gonen Bieber, Gil Milner
	Title:	VP Finance, Controller

Agreed:	IDB Holding Corporation Ltd.

	By:	(Signed)
		Name:	Arthur Caplan, Rina Cohen
		Title:	Corporate Secretary, Controller

EX-6 8 j2698_ex6.htm EX-6

Exhibit 6

June 22, 2003

IDB Holding Corporation Ltd.

3 Azrieli Center,

Triangle Tower,

Tel Aviv, Israel

Gentlemen:

IDB Holding 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,

Clal Industries and Investments Ltd.


By:	(Signed)
	Name:	Gonen Bieber, Gil Milner
	Title:	VP Finance, Controller

Agreed:	IDB Holding Corporation Ltd.

	By:	(Signed)
		Name:	Arthur Caplan, Rina Cohen
		Title:	Corporate Secretary, Controller

EX-7 9 j2698_ex7.htm EX-7

Exhibit 7

June 23, 2003

IDB Holding Corporation Ltd.

3 Azrieli Center,

Triangle Tower,

Tel Aviv, Israel

Gentlemen:

IDB Holding 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.

	(Signed)
Agreed:	IDB Holding Corporation Ltd.

EX-8 10 j2698_ex8.htm EX-8

Exhibit 8

June 18, 2003

IDB Holding Corporation Ltd.
3 Azrieli Center,
Triangle Tower,
Tel Aviv, Israel

Gentlemen:

IDB Holding 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

	(Signed)
Agreed:	IDB Holding Corporation Ltd.

EX-9 11 j2698_ex9.htm EX-9

Exhibit 9

June 23, 2003

IDB Holding Corporation Ltd.

3 Azrieli Center,

Triangle Tower,

Tel Aviv, Israel

Gentlemen:

IDB Holding 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 Dankner-Bergman

	(Signed)
Agreed:	IDB Holding Corporation Ltd.

EX-10 12 j2698_ex10.htm EX-10

Exhibit 10

June 22, 2003

IDB Holding Corporation Ltd.

3 Azrieli Center,

Triangle Tower,

Tel Aviv, Israel

Gentlemen:

IDB Holding 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

	(Signed)
Agreed:	IDB Holding Corporation Ltd.

EX-11 13 j2698_ex11.htm EX-11

Exhibit 11

June 19, 2003

IDB Holding Corporation Ltd.

3 Azrieli Center,

Triangle Tower,

Tel Aviv, Israel

Gentlemen:

IDB Holding 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

	(Signed)
Agreed:	IDB Holding Corporation Ltd.

EX-12 14 j2698_ex12.htm EX-12

Exhibit 12

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement is made and entered into effective as of April 13, 1998 by and between Nexus Telocation Systems Ltd. (“Nexus”), a company organized under the laws of the State of Israel, with offices at 6B Tefoutzot Israel, Givatayim, Israel, and CLAL Industries and Investments Ltd. and/or CLAL Industries and Technologies (1997) Ltd. (together the “Purchaser”), a company organized under the laws of the State of Israel, with offices at Clal House, 5 Druyanov street, Tel-Aviv, Israel.

WHEREAS:

The Purchaser desires to acquire Shares in Nexus, and Nexus wishes to issue and sell to the Purchaser shares in Nexus on the terms as set forth herein.

Accordingly, in consideration of the covenants and conditions hereinafter set forth, the parties hereto agree as follows:

1. Agreement to Purchase and Sell

1.1 Shares. Subject to and in accordance with the terms and conditions of this Agreement, Nexus shall issue to the Purchaser, and the Purchaser shall purchase from Nexus at a price per share of $5.5 (the “Per Share Price”) and for an aggregate purchase price of $2,475,000 (Two Million and Four Hundred Seventy Five Thousand U.S. Dollars) (the “Purchase Price”) 450,000 Ordinary Shares of Nexus (the “Shares”) at a nominal value of NIS 0.01 each. The Purchase Price shall be paid in New Israeli Shekels calculated in accordance with the exchange rate published by the Bank of Israel (the “Exchange Rate”). If the Purchase Price shall be paid before 02:30 p.m., the Exchange Rate shall be the rate known at such time. If the Purchase Price shall be paid after 02:30 p.m., the Exchange Rate shall be the rate immediately published after payment is actually made.

2. Closing

2.1 Closing Date. The Closing of the transaction contemplated hereby (the “Closing”) shall take place on April 13, 1998 at 14:00 o’clock.

2.2 Transfer of Funds and Issuance of Certificates. At the Closing, the following actions will take place, all of which shall be deemed to have occurred simultaneously:

(One) the Purchase Price shall be transferred to Nexus, by wire transfer into the account of Nexus, Bank Ha’Poalim, Branch 615, Account # 543210;

(One) Nexus shall deliver to the Purchaser a Board of Directors’ resolution approving the execution and performance of this Agreement including the issuance of Shares.

2.3 Nexus hereby agrees, undertakes and covenants that it shall promptly after the Closing, but in no event later than within 15 days thereafter, (i) record such issuance of the Shares in the name of the Purchaser on the records of Nexus; (ii) issue a Share Certificate and deliver it to the Purchaser; and (iii) provide the duly stamped report of such share issuance filed with the Registrar of Companies.

3. Representations and Warranties of Nexus.

Nexus hereby represents and warrants to the Purchaser as follows:

3.1 Organization; Good Standing; Power; etc.

(a) Nexus is a company duly organized and validly existing under the laws of the State of Israel.

(b) Nexus has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Nexus of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate actions of Nexus. Following the execution of this Agreement, this Agreement will constitute a valid and binding obligation of Nexus, enforceable in accordance with its terms. No consent or other approval is necessary for the consummation of the transactions contemplated hereby or the implementation thereof. The performance by Nexus of its obligations under this Agreement will not constitute, or result in, a breach of any undertaking of Nexus or a violation of any applicable law.

3.2 Capitalization. The authorized capitalization of Nexus on the date hereof is 200,000 New Israeli Shekel divided to 20,000,000 Ordinary Shares, par value NIS 0.01 each. 11,635,645 Ordinary Shares are outstanding on the date hereof. All of the outstanding Ordinary Shares have been validly issued and are fully paid and non-assessable with no personal liability attaching to the ownership thereof. There are no outstanding or enforceable subscriptions calls or convertible securities other than the outstanding Options issued which are described on Schedule 3.2.

3.3 Public Documents. Nexus has made available at its offices for inspection by the Purchaser true and complete copies of its (i) Annual Report on Form 20-F for the year ended December 31, 1996, as filed with the Securities and Exchange Commission (the “Commission”), (ii) Financial Statements of the Nexus (the “Financial Statements”) for the year ended at December 31, 1997 (collectively, the “Public

Documents”). The Financial Statements were prepared in accordance with generally accepted accounting principles and practices, applied on a consistent basis, and are true, correct and complete, and fairly and accurately present, in all material respects, the financial position, assets, liabilities and results of operations included therein for the period ending December 31, 1997. As of their respective dates, such reports and statements did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, as of December 31, 1997 there has not been any material adverse change in the condition (financial or otherwise), business, assets, liabilities, operations or prospects of Nexus. Nexus has filed all material disclosure documents with the appropriate governmental agencies.

3.4 American Paging Inc. On January 29, 1998, Nexus filed a demand for arbitration with the American Arbitration Association, pursuant to the arbitration provision in the Joint Venture Agreement between Nexus and American Paging Inc. (“API”). A copy of the claim as attached as Schedule 3.4A. API has filed a counterclaim, a copy of which is attached as Schedule 3.4B.

3.5 Authorization of Agreement. The execution, delivery and performance by Nexus of this Agreement and consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action of Nexus.

3.6 Title of Shares. Each of the Shares of Nexus which will be issued to the Purchaser according to this Agreement, will be duly authorized, validly issued, fully paid, and non assessable, and free and clear of liens, security interests, pledges, charges, claims, encumbrances, pre- emptive rights or any other third party rights.

4. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to Nexus as follows:

4.1 Organizations; Good Standing; Power.

(a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel.

(b) The Purchaser has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Following the execution of this Agreement, this Agreement will constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms. No consent or other approval is necessary for the consummation of the transaction contemplated hereby

or the implementation thereof. The performance by the Purchaser of its obligations under this Agreement will not constitute, or result in, a breach of any undertaking of the Purchaser.

4.2 Authorization of Agreement. The execution, delivery and performance by the Purchaser of this Agreement and consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action of the Purchaser.

4.3 Purchase for Investment. The Purchaser is acquiring all of the Shares to be acquired by it hereunder for its own account for investment and without a view to the distribution or resale of such Shares, it being understood that this Section 4.3 shall not prevent the Purchaser from selling or otherwise disposing of any of the Shares in any transaction which does not violate the Securities Act of 1933, as amended (the “1933 Act”).

4.4 U.S. Federal Securities Laws. None of the Shares acquired hereunder may be sold, transferred or otherwise disposed of (any such sale, transfer or other disposition, a ”sale”), except in compliance with (i) United States Federal Securities laws (which generally provide for a 12 month waiting period before resales of restricted securities), (ii) state blue sky laws.

4.5 Legend on Shares. Each certificate representing the Shares shall be stamped or otherwise imprinted on its face with a legend in the following form:

“The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Securities Act”) and may not be sold, transferred, pledged, hypothecated or otherwise disposed of in the absence of (1) an effective registration statement under the securities act, (2) to the extent applicable, an exemption pursuant to Rule 144 under Securities Act (or similar rule under the Securities Act relating to the disposition of securities) or (3) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel for issuer, that an exemption from registration under the Securities Act is available. The Shares have been acquired for investment and may not be sold, transferred or otherwise disposed of except in compliance with the Securities Act.”

5. Director.

5.1 Pursuant to an agreement between BVR Technologies Ltd. (“BVR”) and the Purchaser (the “Shareholders Agreement”), for as long as the Purchaser holds at least 5% of the issued share capital of Nexus, BVR and the Purchaser agree to vote for any nominee which may be proposed by the Purchaser to become a member of the Board of Directors of Nexus (and any and all of its material subsidiaries), and to vote in favor of the nomination of the Clal Director to any and all committees of the Board of Directors of Nexus and such subsidiaries. For as long as the Purchaser holds at least 20% of the issued share capital of Nexus, BVR and the Purchaser agrees to vote in favor of a second nominee which may be proposed by the Purchaser to become a second member of the Board of Directors of Nexus. For as long as BVR holds at least 25% of the issued share capital of Nexus and BVR’s holding is Nexus are greater than more shares than the Purchaser, the Purchaser agrees to vote in favor of any nominees which may be proposed by BVR to become a member of the Board of Directors of Nexus. For as long as BVR holds at least 20% of the issued share capital of Nexus, the Purchaser agrees to vote in favor of two nominees which may be proposed by BVR to become members of the Board of Directors of Nexus. For as long as BVR holds at least 5% of the issued share capital of Nexus, the Purchaser agrees to vote in favor of one nominee which may be proposed by BVR to become a member of the Board of Directors of Nexus. A copy of the Shareholders Agreement is attached hereto as Exhibit C.

5.2 In the event that (a) the Clal Director shall not yet have been elected to the Board of Directors of Nexus; or (b) the Purchaser shall notify Nexus that it prefers (until further notice requiring the appointment of a Director) to have an observer (or observers, as the case may be) on the Board of Directors rather than a Director, then:

(a) Nexus shall give to the Purchaser notice of each meeting of the Board or committee thereof at the same time and in the same manner as notice shall be given to the directors or committee members;

(b) a designee, or designee, as the case may be, of the Purchaser shall be entitled to attend in person or by telephone, as an observer, in all meetings held in person and to participate in all telephone meetings of the Board or any committee thereof for the purpose of allowing the Purchaser to have current information with respect to the affairs of Nexus;

(c) Nexus shall provide to the Purchaser in connection with each meeting that its designee(s) shall be entitled to attend, whether or not present at such meeting, copies of all notices, minutes, consents and all other materials or information that Nexus provides with respect to such meeting, at the same time such materials and information shall be given to the directors of Nexus or committee members (except that materials and information provided to directors of Nexus or committee members at a meeting of the Board

at which a designee of the Purchaser shall not be present shall be provided to the Purchaser promptly after the meeting);

(d) if the Board or any committee thereof shall propose to take any action by written consent in lieu of a meeting, then Nexus shall give written notice thereof to the Purchaser prior to the effective date of such consent describing in reasonable detail the nature and substance of such action; and

(e) such observer(s) and the Purchaser shall confirm in writing that such observer(s) shall be subject to all restrictions applied by law with respect to directors and subject to Nexus’ standard policy on insider trading as applicable to members of the Board.

5.3 No director or observer designated by the Purchaser shall be entitled to receive director’s fees or other compensation, except that, if in the future Nexus pays compensation to its directors (other than independent directors representing the public), the director or observer designated by the Purchaser shall be entitled to the same compensation.

6. Governing Law.

The validity, performance and enforcement of this Agreement shall be governed by the Laws of the State of Israel. The parties hereto irrevocably submit to the exclusive jurisdiction of the Courts of Tel- Aviv in respect of any dispute or matter arising out of or connected with this Agreement.

7. Preemptive Rights.

7.1 The parties hereby agree that for so long as the Purchaser holds at least 5% of the issued capital of Nexus and in the event that Nexus shall issue New Securities (as defined below), then Nexus shall enable the Purchaser to maintain its proportionate holding of the share capital of Nexus as follows:

7.2 “New Securities” shall mean any capital stock of Nexus, whether or not now authorized, and rights, options or warrants to purchase capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock (including convertible debt or debt with equity features); provided that the term “New Securities” shall not include (i) securities issued upon exercise of Options or Warrants which issued prior to the Closing Date; (ii) securities offered to the public; (iii) securities issued in connection with strategic transactions (strategic transactions shall mean any transaction which reasonably is deemed to be a strategic transaction by a majority of Nexus’ Board of Directors); (iv) securities issued pursuant to the acquisition of another corporation by Nexus by (a) merger, (b) purchase of substantially all

the assets of another corporation or (c) any other reorganization; (v) securities issued to employees or consultants of Nexus pursuant to any stock option plan or stock purchases or stock bonus arrangement approved the Board of Directors of Nexus; or (vi) securities issued pursuant to payment of any dividend or distribution which is made on an equal basis to all shareholders of Nexus with respect to Nexus’ issued and outstanding capital stock.

7.3 In the event Nexus undertakes an issuance of New Securities, it shall give the Purchaser written notice thereof, which notice may be given, at the sole discretion of Nexus, either concurrently with, or immediately following such issuance, describing the type of New Securities and the price and the terms upon which Nexus proposes to issue the same, and offering to the Purchaser to purchase such number of such New Securities, at the same price and on the same terms, as is necessary for the Purchaser to retain the proportion of Nexus’ share capital (calculated on as-converted basis) which it held immediately prior to such issuance. The Purchasers shall have thirty (30) days from the date of such notice to accept such offer, in whole or in part, by written notice to Nexus, and to enter into an agreement with Nexus with respect thereto, provided that if the purchase by the Purchaser is being effected concurrently with such issuance of New Securities (rather than subsequent thereto) then the Purchaser shall be obligated to consummate the purchase of such New Securities only if and when Nexus consummates the sale of the balance of the New Securities, pursuant to the terms described in such notice.

7.4 In the event that such offer is made to the Purchaser concurrently with such issuance of New Securities (rather than subsequent thereto) and the Purchaser fails to accept such offer as to any of the New Securities apportioned to it, Nexus shall have the right within sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty (30) days from the date of said agreement), to sell the New Securities as to which such offer was not accepted, provided, however, that no such sale shall be effected at a price or upon terms more favorable to the purchasers thereof than those specified in Nexus’ notice pursuant to Section 7.3. In the event Nexus has not sold or entered into an agreement to sell such New Securities within the periods specified above, Nexus shall not thereafter issue or sell such New Securities without first complying with the procedure set forth in this Section 7.

8. Sale Restriction.

The Purchaser shall not sell the Shares within 12 months from the date of Closing, unless BVR sells or proposes to sell in excess of 10% of Nexus’ issued share capital during such period.

9. Registration Rights.

9.1. Definitions. As used in this Agreement, the term “Registrable Securities” means (i) all shares held or to be held by the Purchaser as of April 30 , 1998 (including the “Shares”); and (ii) any securities issued or issuable with respect to all shares acquired or exercised by the Purchaser by way of bonus shares, share splits or share conversions on account of the Shares; the term “Securities Act” means the U.S. Securities Act of 1933, as amended; the term “registration” means registration under the Securities Act; and the term “Commission” means the U.S. Securities and Exchange Commission.

9.2. Registrable Securities. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they have been effectively registered under the Securities Act and/or any other applicable securities law, although they will again become Registrable Securities if later deregistered.

9.3. Demand Registration. At any time following the earlier of (a) 10 months after the Closing of the Stock Purchase Agreement, the Purchaser may on two instances request that Nexus shall file a registration statement (the “Registration Statement’) registering the Registrable Securities and will endeavor to have such Registration Statement declared effective by the Commission as soon as practicable thereafter. Nexus agrees to use its best efforts to keep the Registration Statement continuously effective for a period of at least one hundred and eighty (180) days following the date on which the Registration Statement is initially declared effective or such shorter period as will terminate when all of the shares covered by the Registration Statement have been sold pursuant to the Registration Statement. Nexus further agrees, if necessary, to supplement or amend the Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Nexus for such Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration.

9.4. Right to Piggyback. Whenever Nexus proposes to register any of its securities under the Securities Act (other than pursuant to a registration primarily for sales of shares or options to employees of Nexus), and the registration form to be used is suitable for the registration of the Registrable Securities (a “Piggyback Registration”) (it being understood that Form S-8 and Form F-4 may not be used for such purposes), Nexus will give written notice to the holders of Registrable Securities of its intention to effect such a registration and, subject to the priority provisions of Section 9.5, the receipt of the prior written consent of Global Wireless Communications, L.P. (“GWC”), will include in such registration all the Registrable Securities with respect to which Nexus has received written requests for inclusions therein within 30 days after Nexus gives such notice. Such notice shall be

delivered to the holders of Registrable Securities at least thirty (30) days prior to the initial filing of a registration statement with the Commission.

9.5. Priority on Primary Registrations. If a Piggyback Registration is an underwritten offering of Nexus’ Securities (“Nexus’ Securities”) and the managing underwriters advise Nexus in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting such underwriters’ ability to effect an orderly distribution of such securities, Nexus will include in such registration: (i) first, Nexus’ Securities; (ii) second, the number of securities held by GWC to the extent it desires to sell shares; (iii) the number of Registrable Securities and unregistered securities held by other shareholders of Nexus (“Unregistered Securities”) requested to be included that, in the opinion of such underwriters, can be sold pro rata, among the holders of such securities on the basis of the number of Registrable Securities or Unregistered Securities then owned by each such holder.

9.6. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, Nexus will use its best efforts to effect the registration with the proper authorities in the United States and Israel and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and to list such shares on the stock exchange (or NASDAQ) on which Nexus’ shares are then trading. In connection therewith, Nexus will make available for inspection by any seller of Registrable Securities, and any attorney, accountant, or any other agent retained by such seller, all pertinent financial and other records, other pertinent corporate documents of Nexus, and cause Nexus’ respective officers, directors, and employees to supply all information reasonably requested by such seller, attorney, accountant, or agent in connection with such registration statement.

9.7. Registration Expenses. Nexus shall be responsible for all registration expenses incurred in connection with the transactions described in Sections 9.3 and 9.4. Registration expenses include all expenses incident to Nexus’ performance of or compliance with this Agreement, including without limitation expenses incurred in connection with the preparation of a prospectus. Notwithstanding the foregoing, however, all underwriters’ discounts and commissions in respect of the sale of Registrable Securities shall be paid by the sellers, pro rata in accordance with the number of shares sold in the offering, and the sellers shall bear the expense of their legal counsel, if separate from Nexus’ legal counsel.

9.8 Nexus Indemnity. Nexus hereby agrees to indemnify and hold harmless the Purchaser, and its directors, officers, employees, agents and controlling persons (each, an “Indemnified Person”) (within the meaning of section 15 of the Securities Act or Section 20(a) of the Exchange Act), from and against any and all claims, liabilities, losses,

damages and expenses (including reasonable attorneys’ fees and disbursements) asserted against or incurred by any such Indemnified Person which shall be caused by any untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities, including any amendment or supplement thereto, or shall be caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities and expenses shall be caused by any untrue statement or omission based upon information furnished in writing to Nexus by the Purchaser or on the Purchaser’s behalf for use therein.

10. Reports.

10.1 For so long as the Purchaser owns no less than 5% of Nexus’ issued share capital, Nexus shall deliver to the Purchaser:

10.1.1. As soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of Nexus (including the forth quarter), an unaudited consolidated balance sheet of Nexus as at the end of each such period and unaudited consolidated statements of (i) income and (ii) cash flow of Nexus for such period and, for the period form the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period of the previous fiscal year, all in reasonable detail, and certified, by the chief financial officer of Nexus, that such financial statements were prepared in accordance with Israeli generally accepted accounting principles (“GAAP”) applied on a basis consistent with that of preceding periods and, except as otherwise stated therein, fairly present the financial position of Nexus as of their date subject to (x) there being no footnotes contained therein and (y) changes resulting from year-end audit adjustments.

10.1.2 As soon as practicable, but in any event within sixty (60) days after the end of each fiscal year of Nexus, a consolidated balance sheet of Nexus as of the end of such year, and statements of income and statements of cash flow of Nexus for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, audited by a firm of Independent Certified Public Accountants in the State of Israel who are members of the Israeli Institute of Certified Public Accountants, and accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP

applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of Nexus as of their date, and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; and

10.1.3 Any additional information reasonably requested by the Purchaser as a publicly traded company.

10.1.4 In the event that the Purchaser or its main shareholders contemplate a public offering or propose to raise money through a sale of their shares (a “Financing”), which Financing requires the Purchaser or its main shareholders to disclose information concerning Nexus, Nexus agrees to supply to the Purchaser any information reasonably requested by the Purchaser according to law.

10.2 Nexus shall file, in a timely manner, all reports required to be filed with the SEC under the Exchange Act, and, promptly upon filing, deliver copies of such reports to the Purchaser.

11. Miscellaneous.

11.1 Entire Agreement. This Agreement constitutes the sole understanding of the parties with respect to the subject matter hereof. No amendment, modification or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto.

11.2 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors of the parties hereto; provided, however, that this Agreement may not be assigned by any party without the prior written consent of the other party hereto, except for assignments by the Purchaser to its wholly-owned subsidiaries.

11.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

11.4 Headings. The headings of the Sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

11.5 No Waiver. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, will be deemed to constitute a waiver by the party taking any action of compliance with any representation, warranty or agreement contained herein. The waiver by any party hereto of any condition or of a breach of any other

provision of this Agreement will not operate or be construed as a waiver of any other condition or subsequent breach. The waiver by any party of any of the conditions precedent to its obligations under the Agreement will not preclude it from seeking redress for breach of this Agreement other than with respect to the condition so waived.

11.6 No Broker. Each of the Parties represents, as to itself, its subsidiaries and its affiliates, that no agent, broker, investment banker or other firm or person, is or shall be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this Agreement, except that the parties acknowledge that Nexus is currently in negotiation regarding a broker’s fee, in an amount of no more than 2% of the Purchase Price, none of which shall be paid by the Purchaser.

11.7 Notices. Any notice, request, instruction or other document (each, a “notice”) to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered personally, faxed or sent by registered or certified mail, postage prepaid,

if to Purchaser to:

Clal Industries and Investments Ltd.

Clal Industries and Technologies (1997) Ltd.

5 Druyanov Street

Tel-Aviv 61114

Fax number: 972-3-6293633

Att: Ken Lalo, Adv.

if to Nexus to:

6B Tefouzot Israel Street

Givatyim 53583

Fax number: 972-3-5719698

with a copy to:

Yigal Arnon & Co.,

3 Daniel Frisch Street, Tel Aviv

Fax number: 972-3-6962744

11.8 Public Announcements. Nexus and the Purchaser shall consult with each other before issuing any press releases or otherwise making any public statements with respect to this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any public statement prior to such consultation, except to the extent required by law at each party’s reasonable discretion.

11.9 Stamp Duty. Nexus will pay the stamp duty and other expenses and fees on the issuance of the Shares.

WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

(Signed)
Nexus Telocation Systems Ltd.


(Signed)
Clal Industries and Investments Ltd.


(Signed)
CLAL Industries and Technologies (1997) Ltd.

EX-13 15 j2698_ex13.htm EX-13

Exhibit 13

SHAREHOLDERS AGREEMENT

This Agreement is made as of April 13, 1998 by and between CLAL Industries and Investments Ltd. or/and CLAL Industries and Technologies (1997) Ltd. (together “Clal”), having an address at Clal House, 5 Druyanov Street, Tel-Aviv 63143, and BVR Technologies Ltd. (“BVR”), having an address at 1 Korazin Street, Givatayim.

WHEREAS, BVR currently holds 3,964,201 shares of Nexus Telocation Systems Ltd. (“Nexus”); and

WHEREAS, Clal has entered into an agreement to purchase shares of Nexus (the “Shares”) pursuant to that certain Share Purchase Agreement dated as of April 13, 1998 (the “Share Purchase Agreement”); and

WHEREAS, Clal and BVR desire to set forth the terms of their relationship in connection with the purchase of the Shares.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. The term of this Agreement shall remain in effect as long as Clal holds at least 5% of the issued capital of Nexus.

2. To the best knowledge of BVR, there are no agreements between any shareholders of Nexus (including BVR) relating to the ownership and control of Nexus, including voting trusts and agreements, shareholders agreements, irrevocable proxies, transfer restriction agreements, registration agreements or share purchase rights and warrants.

3. For as long as Clal holds at least 5% of the issued share capital of Nexus, BVR and Clal agree to vote for any nominee which may be proposed by Clal to become a member of the Board of Directors of Nexus (and any and all of its material subsidiaries), and to vote in favor of the nomination of the Clal Director to any and all committees of the Board of Directors of Nexus and such subsidiaries. For as long as Clal holds at least 20% of the issued share capital of Nexus, BVR and Clal agrees to vote in favor of a second nominee which may be proposed by Clal to become a second member of the Board of Directors of Nexus. For as long as BVR holds at least 25% of the issued share capital of Nexus and BVR’s holding is Nexus are greater than more shares than Clal, Clal agrees to vote in favor of any nominees which may be proposed by BVR to become a member of the Board of Directors of Nexus. For as long as BVR holds at least 20% of the issued share capital of Nexus, Clal agrees to vote in favor of two nominees which may be proposed by BVR to become members of the Board of Directors of Nexus. For as long as BVR holds at least 5% of the issued share capital of Nexus, agrees to vote in favor of one nominee which may be proposed by BVR to become a member of the Board of Directors of Nexus.

4. Miscellaneous.

(a) Entire Agreement. This Agreement constitutes the sole understanding of the parties with respect to the subject matter hereof. No amendment, modification or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto.

(b) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

(c) Headings. The headings of the Sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

(d) No Waiver. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, will be deemed to constitute a waiver by the party taking any action of compliance with any representation, warranty or agreement contained herein. The waiver by any party hereto of any condition or of a breach of any other provision of this Agreement will not operate or be construed as a waiver of any other condition or subsequent breach. The waiver by any party of any of the conditions precedent to its obligations under the Agreement will not preclude it from seeking redress for breach of this Agreement other than with respect to the condition so waived.

(e) Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors of the parties hereto; provided, however, that this Agreement may not be assigned by any party without the prior written consent of the other party hereto, except for assignments by Clal to its wholly-owned subsidiaries.

(f) Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given (a) upon personal delivery, (b) on report of successful transmission by facsimile machine that automatically generates a printed diagnostic report, indicating whether transmission was completed successfully, at the conclusion of each transmission, (c) on the first business day after delivery to a courier service which guarantees next business-day delivery, under circumstances in which such guaranty is applicable, or (d) on the earlier of delivery or five (5) business days after mailing by certified or registered mail, postage and fees prepaid, to the appropriate party at the address set forth above or to such other address as the part so notifies the other in writing.

(g) This Agreement may be assigned by Clal to any wholly owned subsidiary thereof.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first above written.

(Signed)
BVR TECHNOLOGIES LTD.


(Signed)
CLAL INDUSTRIES AND INVESTMENTS LTD.


(Signed)
CLAL INDUSTRIES AND TECHNOLOGIES (1997) LTD.

Rule 13d-101 Information to be Included in Statements Filed pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934 (Amendment No. 4)*

Rule 13d-101
Information to be Included in Statements Filed pursuant to Rule 13d-1(a)
and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 4)*