SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
ISRAMCO, INC.
(Name of Issuer)
Common Stock par value $.01 per share
(Title of Class of Securities)
465141109
(CUSIP Number)
Martin Mushkin
Pomeranz Gottlieb & Mushkin, LLC
205 Lexington Avenue - 16th Floor
New York, NY 10016
212-779-4233
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 26, 1997
(Date of Event with 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(b) (3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement: [ ]
<PAGE>
CUSIP No. 465141109 (See Schedule A)
1) Name of Reporting Person Naptha Holding Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Israel
7) Sole Voting Power 15,766,225 shares
________________________________________________
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned ________________________________________________
by Reporting
Person with 9) Sole Dispositive Power 15,766,225 shares
________________________________________________
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially 15,766,225 shares
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row(11) Excludes Certain Shares
13) Percent of Class Represented by 49.9%
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule B)
1) Name of Reporting Person Naphtha Israel Petroleum
Corporation Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Israel
7) Sole Voting Power -0-
________________________________________________
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned ________________________________________________
by Reporting
Person with 9) Sole Dispositive Power -0-
________________________________________________
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row(11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule C)
1) Name of Reporting Person J.O.E.L. Jerusalem Oil
Exploration Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Israel
7) Sole Voting Power -0-
________________________________________________
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned ________________________________________________
by Reporting
Person with 9) Sole Dispositive Power -0-
________________________________________________
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row(11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule D)
1) Name of Reporting Person Equital Ltd.
(formerly known as
Pass-Port Ltd.)
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Israel
7) Sole Voting Power -0-
________________________________________________
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned ________________________________________________
by Reporting
Person with 9) Sole Dispositive Power -0-
________________________________________________
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row(11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule F)
1) Name of Reporting Person Israel Credit Lines
Complementary Financial
Services Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Israel
7) Sole Voting Power -0-
________________________________________________
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned ________________________________________________
by Reporting
Person with 9) Sole Dispositive Power -0-
________________________________________________
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row(11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule K)
1) Name of Reporting Person United Kingsway Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Nassau, Bahamas
7) Sole Voting Power -0-
________________________________________________
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned ________________________________________________
by Reporting
Person with 9) Sole Dispositive Power -0-
________________________________________________
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row(11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule L)
1) Name of Reporting Person YHK Investment LP
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds [AF]
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Israel
7) Sole Voting Power -0-
________________________________________________
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned ________________________________________________
by Reporting
Person with 9) Sole Dispositive Power -0-
________________________________________________
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row(11) Excludes Certain Shares
13) Percent of Class Represented by -0-
14) Type of Reporting Person PN<PAGE>
CUSIP No. 465141109
See Schedule M)
1) Name of Reporting Person Carmen Management and
Assets (1997) Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Israel
7) Sole Voting Power -0-
________________________________________________
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned ________________________________________________
by Reporting
Person with 9) Sole Dispositive Power -0-
________________________________________________
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row(11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
CUSIP No. 465141109 (See Schedule N)
1) Name of Reporting Person Avraham Livnat Ltd.
S.S. or I.R.S. Identification No. (Intentionally
of Above Person Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds N/A
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Israel
7) Sole Voting Power -0-
________________________________________________
Number of Shares 8) Shared Voting Power -0-
Beneficially Owned ________________________________________________
by Reporting
Person with 9) Sole Dispositive Power -0-
________________________________________________
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
12) Check box if the Aggregate Amount [ ]
in Row(11) Excludes Certain Shares
13) Percent of Class Represented by N/A
14) Type of Reporting Person CO
<PAGE>
The Schedule 13D filed with the Securities and Exchange Commission
(the Commission") on September 20, 1995,
1. as amended by Amendment No. 1 filed with the Commission on
January 20, 1996,
2. as amended by Amendment No. 2 filed with the Commission on or about
March 27, 1996,
3. as amended by Amendment No. 3 filed with the Commission on or about
November 27, 1996,
4. as amended by Amendment No. 4 filed with the Commission on
February 12, 1997,
5. as amended by Amendment No. 5 filed with the Commission on May 12, 1997,
and
6. as amended by Amendment No. 6 filed with the Commission on
October 10, 1997, manually, and October 21, 1997 electronically.
(collectively the "Schedule 13D") relating to the common stock, par value
$.01 per share, of Isramco, Inc. are hereby amended by adding the information
set forth below. All capitalized terms herein have the meaning ascribed to
them in Schedule 13D.
This amendment is filed by, and United Kingsway Ltd. ("Kingsway"),
Israel Credit Lines Complementary Financial Services Ltd ("Complementary"),
Avraham Livnat Ltd., Carmen Management and Assets (1997) Ltd. ( Carmen
Management"),, YHK Limited Partnership ("YHK") YHK General
Managers, Ltd. ("YHK Managers") and Naptha Holding Ltd. ("Holding").
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is
the Common Stock, par value $.01 per share, ("shares") of Isramco, Inc., a
Delaware corporation (the "Issuer"). In December, 1997, the principal
executive office of the Issuer is at: 1770 St. James Place, Ste 607, Houston,
TX 77056.
Item 2. Identity and Background.
As reported more fully in Amendment No. 5 to the Schedule 13D,
Kingsway and Complementary formed Y.H.K. Investment LP ("YHK"). YHK controls
Equital Ltd. ("Equital") and through the chain shown in the annexed Chart of
Ownership, it controls Isramco.
Change in Reporting Persons On August 5, 1997, Complementary
transferred a 9% interest in each of YHK and YHK Managers to Kingsway. On
October 28, 1997, Complementary transferred a 26% interest in of each of YHK
and YHK Managers to Carmen Management. The two transfers constituted a
transfer of all of Complementary's interests in YHK and YHK Managers. YHK
General Managers is the general partner of YHK. Carmen Management is
controlled by Avraham Livnat Ltd. Consequently, Complementary (and David
Yayni) are no longer in the chain of ownership having been replaced by
Avraham Livnat Ltd. and Carmen Management. Carmen Management is an Israeli
corporation, formed for the purpose of investing in various companies.
Avraham Livnat Ltd. is an Israeli company formed to hold Livnat interests.
Purchase of Shares on the Open Market On December 26, 1997,
Holding purchased 892,000 shares of the Issuer (the "Shares") for $808,152,
an average price of $0.906 per share. This changed the percentage of
ownership of the Issuer's shares by the reporting persons to 49.9%, assuming
the exercise by Holding of warrants it holds to purchase 5, 000,000 shares of
Isramco.
Principal Places of Business The principal place of
business of Naptha Holding Ltd. ("Holding"),J.O.E.L. Jerusalem Oil Exploration
Ltd. ("J.O.E.L."), and Equital Ltd. ("Equital") is 8, Granit Street,
Kiryat Arie, Box 10188, Petach-Tikva, Israel 49222. The principal place of
business of Carmen Management is 18 Hazayit St., Karmey Yossef, Israel, 99797.
The principal place of business of Avraham Livnat, Ltd. is 18 Hazayit St.,
Karmey Yossef, Israel 99797.
The filing of this Schedule 13D does not constitute an admission by
any of the persons making this filing that such person are a "group" for
purposes of Section 13(d)(3) of the Act. The Reporting Persons deny that they
should be deemed to be such a "group" and such persons are making this filing
only because they may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act.
During the last five years, none of the Reporting Persons, nor any
of their officers and directors, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons, nor any of their
officers and directors, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Holding used its working capital to purchase the 892,000 shares.
Carmen Management financed its purchase of its interests in YHK
and YHK Managers through a loan from Israeli Discount Bank pursuant to which
it pledged its shares of YHK and YHK Managers and its interests in those
companies.
Item 4. Purpose of the Transaction.
The purchase of the Shares was made by Holding because it deemed the
shares to be underpriced on the open market.
The transaction pursuant to which Carmen Management acquired its
interests in YHK an YHK Managers was part of a larger transaction in which
the Livnat interests acquired portions of the interests previously controlled
by Complementary. As part of that series of transactions, Carmen
Management purchased its interest in YHK and YHK Managers to resume its
position in the chain of ownership and in the economic interests of the
companies in that chain. See original Schedule 13D filing and prior
amendments.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of the class of securities
being reported on here beneficially owned by the Reporting Persons is 15,766,
225 shares which is 49.9% of the outstanding shares assuming the exercise of
all of the warrants to held by Holding (the "Shares"). The other persons
who, together with the persons named in Item 2, comprise a group with the
meaning of Section 13(d)(3) of the Act are indirect beneficial owners of
these Shares.
(b) All power to vote the Shares is vested in Holding.
(c) From time to time, the persons making this report may acquire
additional securities of Isramco in the ordinary course of their business in
market transactions.
Item 6. Contracts, Arrangements, understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit 15 - Power of Attorney (changing the persons granted that
power and adding Carmen Management and Avraham Livnat Ltd. to the persons
granting the power).
<PAGE>
CHART OF OWNERSHIP
AVRAHAM LIVNAT LTD.
|
| 100%
|
|/
UNITED KINGSWAY LTD CARMEN MANAGEMENT AND
(Owned by Haim Tsuff) ASSETS (1997) LTD.
| |
| 74% | 26%
| |
| |
|>-------Y.H.K. |
LIMITED PARTNERSHIP (Israel)-----------<--------------------|
|
| 42.3%
|
|/
EQUITAL LTD.
|\ |
9.6% | | 43.4%
| |
| |/
J.O.E.L. LTD.-------------------------------|
| |
| 86.6% |
|/ |
NAPHTHA ISRAEL PETROLEUM |
CORPORATION LTD.-------------->---------- | 5.5%
| | |
| 100% | 2.6% |
|/ | |
NAPTHA HOLDING LTD. |/ |\
| | |
| 47.3% | |
|/ | |
ISRAMCO INC.----------------------<----------| |
|----------------------------------------------------|
|
|/
ISRAMCO OIL AND GAS LTD
GENERAL PARTNER
|
|
|/
ISRAMCO NEGEV 2 LIMITED PARTNERSHIP<PAGE>
EXHIBIT 11
SIGNATURES AND JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Schedule 13D with respect
to the common stock, par value $.01 per share, of Isramco, Inc. (to which this
Agreement is attached as EXHIBIT 10), and all subsequent amendments, may be
filed on behalf of each such person.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
January 13, 1998
NAPTHA HOLDING LTD. ("HOLDING") Schedule A
NAPHTHA ISRAEL PETROLEUM CORPORATION LTD. ("Naphtha") Schedule B
J.O.E.L. JERUSALEM OIL EXPLORATION LTD. ("J.O.E.L.") Schedule C
EQUITAL LTD. ("Equital") Schedule D
ISRAEL CREDIT LINES COMPLEMENTARY FINANCIAL SERVICES LTD. Schedule F
UNITED KINGSWAY LTD. ("United") Schedule K
YHK INVESTMENT LIMITED PARTNERSHIP ("YHK") Schedule L
CARMEN MANAGEMENT AND ASSETS (1997) LTD. Schedule M
Avraham LIVNAT LTD. Schedule N
By:____/s/__________________________________________
Pinchas Pinchas, Attorney in Fact
See powers of attorney filed with prior Amendments.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person or entity whose signature
appears below constitutes and appoints Pinchas Pinchas, Yossi Levy and
______________ and each of them, its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for it and in
its name, place and stead, in any and all capacities, to sign any and all
amendments to this Statement on Schedule 13D and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes may lawfully do or cause to be done by
virtue thereof. This power of attorney may be signed in counterparts.
As of January 8, 1998
NAPTHA HOLDING LTD. ("HOLDING")
by _________________________________
an authorized officer
Schedule A
NAPHTHA ISRAEL PETROLEUM CORPORATION LTD. Schedule B
by________________________________
an authorized officer
J.O.E.L. JERUSALEM OIL EXPLORATION LTD. Schedule C
by________________________________
an authorized officer
EQUITAL LTD. Schedule D
by________________________________
an authorized officer
UNITED KINGSWAY LTD. Schedule K
by________________________________
an authorized officer
YHK INVESTMENT LIMITED PARTNERSHIP Schedule L
by Y.H.K. General Managers, Ltd., General Partner
by________________________________
an authorized officer
of the General Partner
CARMEN MANAGEMENT AND ASSETS (1997) LTD. Schedule M
by___/s/Avraham Livnat______________
an authorized officer
AVRAHAM LIVNAT LTD. Schedule N
by __/s/Avraham Livnat_____________
an authorized officer<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF
NAPTHA HOLDING LTD.
("HOLDING")
Name Title Address
Jackob Maimon Director 10 Izack Sade Street
Petach-Tikva
Yossi Levy Director 5 Mishmar Hashlosha Street
Rishon Letzion<PAGE>
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS
OF
NAPHTHA ISRAEL PETROLEUM CORP. LTD.
Name Title Address
Jackob Maimon Chairman of the Board 10 Izack Sade Street
Netach-Tikva
Yossi Levy General Manager 5 Mishmar Haslosha Street
Rishon Letzion
Pinchas Pinchas Comptroller 82b Katz Street
Petach-Tikva
Anat Riner Director 154 Rotshild Street
Petach-Tikva
Meir Avrahami Director 6 Rhash Street
Hadera
ReviveTal Ltd. Director2 8 Granit Street
Kiryat Arie
Petach-Tikva 49222
Revive Gal Ltd. Director2 8 Granit Street
Kiryat Arie
Petach-Tikva 49222
Revive Ad Ltd. Director2 8 Granit Street
Kiryat Arie
Petach-Tikva 49222
Revive Dan Ltd. Director2 8 Granit Street
Kiryat Arie
Petach-Tikva 49222<PAGE>
SCHEDULE C
DIRECTORS AND EXECUTIVE OFFICERS
OF
J.O.E.L. JERUSALEM OIL EXPLORATION LTD.
MICHAL MALCAH
Director
5 Kasani Street, Ramat Aviv, Tel Aviv, Israel
Advocate
ARIEH PERL
Director
41 Alexander Zeid Street, Naveh Oz, Petach Tikva, Israel
Manager of several companies; director of Polygon Co., a textile company
BARUCH KIRSHSTEIN
Director
10 Alfassi Street, Jerusalem, Israel
General Manager of B. Kirsharein Ltd.
MOSHE MITELMAN, Ph.D.
Director
39 Dibell Reoven Street
Petach-Tikva
DAVID DAVID
General Manager
7 Tidhar Street, Ramat-Efal
PINCHAS PINCHAS
Comptroller
82B Katz Street, Petach-Tikva
ANMON ARGAMAN, CPA
Internal Auditor
BORDOSTONE LTD.
Director
8 Granit Street, Kiryat Arie, Petach-Tikva<PAGE>
SCHEDULE D
DIRECTORS AND EXECUTIVE OFFICERS
OF
EQUITAL LTD.
MICHAEL VALDAN
Director
35 Burla Street, Tel-Aviv, Israel
Advisor in the field of chemistry and petro-chemistry in Israel and abroad
DR. ESTI BAT
Director
2 Dow Gruner, Herzliya, Israel
Marketing Manager, Lecturer at the Tel-Aviv University
MICHAEL GUTMAN
General Manager
PINCHAS PINCHAS
Comptroller
82B Katz Street, Petach Tikva, Israel
BLACKSTONE LTD.
Director
8 Granit Street, Kiryat Arie, Petach-Tikva
ORANGESTONE LTD.
Director1
8 Granit Street, Kiryat Arie, Petach-Tikva
PINKSTONE LTD.
Director1
8 Granit Street, Kiryat Arie, Petach-Tikva
BORDOSTONE LTD.
Director1
8 Granit Street, Kiryat Arie, Petach-Tikva<PAGE>
SCHEDULE F
DIRECTORS AND EXECUTIVE OFFICERS
OF
ISRAEL CREDIT LINES
COMPLEMENTARY FINANCIAL SERVICES LTD.
ERAN TADMOR
Director (Manager, L.T.S. Ltd., electric products)
1 Oranim Street
Kefar Shemrio
RONY ELIAD
Director - P.R. and marketing consultant
39 Shamgar Street, Zala
DAVID YAYNI
Director
4 Raoul Wallenberg St., Tel-Aviv, Israel
YARON YAYNI1
Director
4 Raoul Wallenberg St., Tel-Aviv, Israel
RON BARNESS1
Director
4 Raoul Wallenberg St., Tel-Aviv, Israel
SHIMON ELBAZ1
Director
4 Raoul Wallenberg St., Tel-Aviv, Israel
EYAL GIBOR1
Co-General Manager
14 Drezner St., Tel-Aviv, Israel
YOUVAL RAN1
Co-General Manager
9 Berazani Str., Ramat Aviv, Tel-Aviv, Israel
YOUVAL YAYNI1
Secretary
4 Raoul Wallenberg St., Tel-Aviv, Israel<PAGE>
SCHEDULE K
DIRECTORS AND EXECUTIVE OFFICERS
OF
UNITED KINGSWAY LTD.
HAIM TSUFF
Director and Sole Shareholder
12 Haporzim Street, Petach Tikva, Israel
Manager of several companies
Citizen of Israel and the Netherlands<PAGE>
SCHEDULE L
DIRECTORS AND EXECUTIVE OFFICERS
OF
YHK INVESTMENTS LIMITED PARTNERSHIP
General Partner (0.02%)
YHK General Managers, Ltd.
The Executive Officers of the General Partner are:
Not appointed yet.
Directors
Zeev Livnat
26 Hanarkis Street, Karmey-Yossef, Israel
Haim Tsuff
12 Haporzim Street, Petach Tikva, Israel
Manager of several companies
Citizen of Israel and the Netherlands
Josef Tsuff
Pensioner
12 Haporzim Street, Petach Tikva, Israel
Tina Miamon-Arckens (Homemaker)
38 Bilu Street, Hertzliya, Israel
Limited Partners
The limited partners of YHK are Carmen Management and Assets (1997), Ltd.
(25.99%) and United Kingsway Ltd. (73.99%)
See Schedule K regarding Kingsway.<PAGE>
SCHEDULE M
DIRECTORS AND EXECUTIVE OFFICERS
OF
CARMEN MANAGEMENT AND ASSETS (1997) LTD.
Name Title Address
Avraham Livnat Director/Shareholder 18 Hazayit Street
Principal occupation: Investor/Businessman Karmey Yossef, Israel
Zeev Livnat Director 26 Hanarkis Street
Principal occupation: Investor/Businessman Karmey Yossef, Israel
Zvi Livnat Director 12 Hayasmin
Principal occupation: Investor/Businessman Karmey Yossef, Israel
Shai Livnat Director 50 Dizengoff Street
Principal occupation: Investor/Businessman Tel-Aviv, Israel<PAGE>
SCHEDULE N
DIRECTORS, EXECUTIVE OFFICERS AND SHAREHOLDERS
OF
AVRAHAM LIVNAT LTD.
Name Title Address
Avraham Livnat Director/ 20% Shareholder 18 Hazayit Street
Principal occupation: Investor/Businessman Karmey Yossef, Israel
Rachel Livnat Director/20%Shareholder 18 Hazayit Street
Principal occupation: Homemaker Karmey Yossef, Israel
Zeev Livnat 20% Shareholder 26 Hanarkis Street
Principal occupation: Investor/Businessman Karmey Yossef, Israel
Zvi Livnat 20% Shareholder 12 Hayasmin
Principal occupation: Investor/Businessman Karmey Yossef, Israel
Shai Livnat 20% Shareholder 50 Dizengoff Street
Principal occupation: Investor/Businessman Tel-Aviv, Israel
