<PAGE> 1
Amendment #7
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> 2
Amendment #7
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
1
<PAGE> 3
Amendment #7
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
2
<PAGE> 4
Amendment #7
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
3
<PAGE> 5
Amendment #7
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
4
<PAGE> 6
Amendment #7
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
5
<PAGE> 7
Amendment #7
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
6
<PAGE> 8
Amendment #7
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
7
<PAGE> 9
Amendment #7
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
8
<PAGE> 10
Amendment #7
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
9
<PAGE> 11
Amendment #7
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.
10
<PAGE> 12
Amendment #7
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 and 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.
11
<PAGE> 13
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 Livat Ltd. to the persons granting the
power).
12
<PAGE> 14
Amendment #7
CHART OF OWNERSHIP
-------------------
AVRAHAM LIVNAT LTD.
-------------------
|
| 100%
\|/
-------------------------- ----------------------
UNITED KINGSWAY LTD CARMEN MANAGEMENT AND
(CONTROLLED BY HAIM TZUFF) ASSETS (1997) LTD.
-------------------------- ----------------------
| |
74% | 26% |
| \ \|/
------------------------------------------
/ Y.H.K.
LIMITED PARTNERSHIP(ISRAEL)
---------------------------------
|
42.3% |
\|/
---------------------------------
EQUITAL LTD
(FORMERLY KNOWN AS PASS-PORT LTD)
---------------------------------
| /|\
43.4% | | 9.6%
\|/ |
---------------------------------/
J.O.E.L. LTD -----------
---------------------------------\ |
| |
86.6% | |
\|/ |
--------------------------------- |
----- NAPHTHA ISRAEL PETROLEUM CORP LTD |
| --------------------------------- |
| |
| | |
| 100% | | 5.5%
| \|/ |
|2.6% --------------------------------- |
| NAPHTHA HOLDING LTD |
| --------------------------------- |
| | |
| 47.3% (1) | |
| \|/ |
| \ --------------------------------- |
------- ISRAMCO INC. ---------
/ ---------------------------------
|
|
\|/
---------------------------------
ISRAMCO OIL AND GAS LTD
GENERAL PARTNER
---------------------------------
|
|
\|/
------------------------------------
ISRAMCO NEGEV 2 LIMITED PARTNERSHIP
------------------------------------
____________
(1) Assuming exercise of all warrants.
13
<PAGE> 15
Amendment #7
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
<TABLE>
<S> <C>
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
</TABLE>
By: /s/
---------------------------------------------------
Pinchas Pinchas, Attorney in Fact
See powers of attorney filed with prior Amendments.
14
<PAGE> 16
EXHIBIT INDEX
Exhibit No. Description
15 Power of Attorney (changing the persons granted that power and
adding Carmen Management and Avraham Livat Ltd. to the persons
granting the power).
<PAGE> 1
Amendment #7
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
<TABLE>
<S> <C>
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
</TABLE>
15
<PAGE> 2
Amendment #7
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF
NAPTHA HOLDING LTD.
("HOLDING")
<TABLE>
<CAPTION>
Name Title Address
- ---- ----- -------
<S> <C> <C>
Jackob Maimon Director 10 Izack Sade Street
Petach-Tikva
Yossi Levy Director 5 Mishmar Hashlosha Street
Rishon Letzion
</TABLE>
16
<PAGE> 3
Amendment #7
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS
OF
NAPHTHA ISRAEL PETROLEUM CORP. LTD.
<TABLE>
<CAPTION>
Name Title Address
- ---- ----- -------
<S> <C> <C>
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(1) Director 154 Rotshild Street
Petach-Tikva
Meir Avrahami(2) Director 6 Rhash Street
Hadera
ReviveTal Ltd. Director(2) 8 Granit Street
Kiryat Arie
Petach-Tikva 49222
Revive Gal Ltd. Director(2) 8 Granit Street
Kiryat Arie
Petach-Tikva 49222
Revive Ad Ltd. Director(2) 8 Granit Street
Kiryat Arie
Petach-Tikva 49222
Revive Dan Ltd. Director(2) 8 Granit Street
Kiryat Arie
Petach-Tikva 49222
</TABLE>
- -------------------
(1) Citizen of Israel
(2) Company fully owned by J.O.E.L. These companies are all
organized under Israeli law, and were established to hold directorships.
17
<PAGE> 4
Amendment #7
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(1)
8 Granit Street, Kiryat Arie, Petach-Tikva
- -----------------
(1) Fully owned by YHK General Managers Ltd. All of these companies are
organized under Israeli law, and were established to hold directorships
18
<PAGE> 5
Amendment #7
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.
Director(1)
8 Granit Street, Kiryat Arie, Petach-Tikva
PINKSTONE LTD.
Director(1)
8 Granit Street, Kiryat Arie, Petach-Tikva
BORDOSTONE LTD.
Director(1)
8 Granit Street, Kiryat Arie, Petach-Tikva
- --------------
(1) Fully owned by YHK General Managers Ltd. All of these companies are
organized under Israeli law, and were established to hold directorships
19
<PAGE> 6
Amendment #7
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(1)
Director
4 Raoul Wallenberg St., Tel-Aviv, Israel
YARON YAYNI(1)
Director
4 Raoul Wallenberg St., Tel-Aviv, Israel
RON BARNESS(1)
Director
4 Raoul Wallenberg St., Tel-Aviv, Israel
SHIMON ELBAZ(1)
Director
4 Raoul Wallenberg St., Tel-Aviv, Israel
EYAL GIBOR(1)
Co-General Manager
14 Drezner St., Tel-Aviv, Israel
YOUVAL RAN(1)
Co-General Manager
9 Berazani Str., Ramat Aviv, Tel-Aviv, Israel
YOUVAL YAYNI(1)
Secretary
4 Raoul Wallenberg St., Tel-Aviv, Israel
- -----------
(1) Citizends of Israel
20
<PAGE> 7
Amendment #7
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
21
<PAGE> 8
Amendment #7
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.
22
<PAGE> 9
Amendment #7
SCHEDULE M
DIRECTORS AND EXECUTIVE OFFICERS
OF
CARMEN MANAGEMENT AND ASSETS (1997) LTD.(1)
<TABLE>
<CAPTION>
Name Title Address
- ---- ----- -------
<S> <C> <C>
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
</TABLE>
- ------------
(1) All individuals on this Schedule are Israeli citizens
23
<PAGE> 10
Amendment #7
SCHEDULE N
DIRECTORS, EXECUTIVE OFFICERS AND SHAREHOLDERS
OF
AVRAHAM LIVNAT LTD.(1)
<TABLE>
<CAPTION>
Name Title Address
- ---- ----- -------
<S> <C> <C>
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
</TABLE>
- ------------
(1) All individuals on this Schedule are Israeli citizens
24
