UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
-----
PEC Israel Economic Corporation
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock (1.00 par value per share)
- ---------------------------------------------------------------------------
(Title of Class of Securities)
705098-10-1
---------------------------------
(CUSIP Number)
James I. Edelson, 511 Fifth Avenue, New York, N.Y. 10017 (212) 551-8881
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 16, 1994
-------------------------------------------------------
(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(b)(3) or (4), check the following
----
box | |.
----
----
Check the following box if a fee is being paid with the statement | |. (A
----
fee is not required only if the reporting person:(1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 23 pages
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 705098-10-1 | |Page 2 of 23 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | PEC Holdings Limited |
| | EIN 01-0384740 |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
| | --- |
| | (b) |X| |
| | --- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |
| | --- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Maine |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
| -----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 13,193,592 |
| -----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
| -----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 13,193,592 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 13,193,592 |
| | |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | --- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 70.3% |
| | |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 705098-10-1 | |Page 3 of 23 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | IDB Development Corporation Ltd. |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
| | --- |
| | (b) |X| |
| | --- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX 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 |
| NUMBER OF | | -0- |
| -----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 13,193,592 |
| -----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
| -----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 13,193,592 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 13,193,592 |
| | |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | --- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 70.3% |
| | |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 705098-10-1 | |Page 4 of 23 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | IDB Holding Corporation Ltd. |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
| | --- |
| | (b) |X| |
| | --- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |X| |
| | --- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
| -----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 13,193,592 |
| -----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
| -----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 13,193,592 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 13,193,592 |
| | |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | --- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 70.3% |
| | |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | CO |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 705098-10-1 | |Page 5 of 23 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Raphael Recanati |
| | Social Security No. ###-##-#### |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
| | --- |
| | (b) |X| |
| | --- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |X| |
| | --- |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- ---------------------------------------------------------------------------
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Israel |
| | |
- ---------------------------------------------------------------------------
| |7 | SOLE VOTING POWER |
| NUMBER OF | | -0- |
| -----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 13,193,592 |
| -----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
| -----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 13,193,592 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 13,193,592 |
| | |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | --- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 70.3% |
| | |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | IN |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 705098-10-1 | |Page 6 of 23 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Jacob Recanati |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
| | --- |
| | (b) |X| |
| | --- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX 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 |
| NUMBER OF | | -0- |
| -----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 13,193,592 |
| -----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
| -----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 13,193,592 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 13,193,592 |
| | |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | --- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 70.3% |
| | |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | IN |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 705098-10-1 | |Page 7 of 23 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Leon Recanati |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
| | --- |
| | (b) |X| |
| | --- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX 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 |
| NUMBER OF | | -0- |
| -----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 13,193,592 |
| -----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
| -----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 13,193,592 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 13,193,592 |
| | |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | --- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 70.3% |
| | |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | IN |
| | |
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
|CUSIP No. 705098-10-1 | |Page 8 of 23 Pages |
- ------------------------- --------------------------
- ---------------------------------------------------------------------------
|1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Yudith Recanati Yovel |
| | |
| | |
- ---------------------------------------------------------------------------
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | |
| | --- |
| | (b) |X| |
| | --- |
| | |
- ---------------------------------------------------------------------------
|3 | SEC USE ONLY |
| | |
| | |
- ---------------------------------------------------------------------------
|4 | SOURCE OF FUNDS |
| | Not Applicable |
| | |
- ---------------------------------------------------------------------------
|5 | CHECK BOX 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 |
| NUMBER OF | | -0- |
| -----------------------------------------------------------
| SHARES |8 | SHARED VOTING POWER |
|BENEFICIALLY | | 13,193,592 |
| -----------------------------------------------------------
|OWNED BY EACH |9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
| -----------------------------------------------------------
| PERSON WITH |10| SHARED DISPOSITIVE POWER |
| | | 13,193,592 |
- ---------------------------------------------------------------------------
|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 13,193,592 |
| | |
- ---------------------------------------------------------------------------
|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | --- |
| | CERTAIN SHARES |
| | |
- ---------------------------------------------------------------------------
|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 70.3% |
| | |
- ---------------------------------------------------------------------------
|14| TYPE OF REPORTING PERSON |
| | IN |
| | |
- ---------------------------------------------------------------------------
<PAGE>
The following restates the Schedule 13D and Amendment
Nos. 1-9 thereto filed by the Reporting Persons (as defined
below) with respect to their holdings of Common Stock, $1.00 par
value per share, of PEC Israel Economic Corporation and amends
Items 2 and 5 thereof.
Item 1. Security and Issuer.
--------------------
The title and class of securities to which this
statement relates is the Common Stock, $1.00 par value per share
(sometimes hereinafter referred to as the "Shares"), of PEC
Israel Economic Corporation (the "Issuer"), a Maine corporation
whose principal executive offices are located at 511 Fifth
Avenue, New York, New York 10017.
Item 2. Identity and Background.
------------------------
(a), (b) and (c): The Reporting Persons are:
(1) PEC Holdings Limited ("Holdings"), a Maine
corporation, with its principal office at One Portland Square,
Portland, Maine 04112. Holdings' only business is to hold shares
of Common Stock of the Issuer.
(2) IDB Development Corporation Ltd. ("IDB
Development"), an Israeli corporation, with its principal office
at The Tower, 3 Daniel Frisch Street, Tel Aviv, Israel. IDB
Development, through its subsidiaries, organizes, acquires
interests in, finances and participates in the management of
companies. Holdings is a wholly-owned subsidiary of IDB
Development.
(3) IDB Holding Corporation Ltd. ("IDB Holding"), an
Israeli corporation, with its principal office at The Tower, 3
Daniel Frisch Street, Tel Aviv, Israel. IDB Holding is a holding
company that, through IDB Development, organizes, acquires
interests in, finances and participates in the management of
companies. IDB Holding owns approximately 70.94% of the
outstanding shares of IDB Development.
The following persons may by reason of their interests
in and relationships with IDB Holding be deemed to control IDB
Holding, IDB Development and Holdings:
(4) Raphael Recanati, The Tower, 3 Daniel Frisch
Street, Tel Aviv, Israel. Present principal occupation: Chairman
and Managing Director, IDB Holding and IDB Development;
President, Finmar Equities Co. - shipping and finance.
Page 9 of 23 pages
<PAGE>
(5) Jacob Recanati, 3 Habankim Street, Haifa, Israel.
Present principal occupation: Managing Director, El-Yam Ships
Ltd. - shipping.
(6) Leon Recanati, The Tower, 3 Daniel Frisch Street,
Tel Aviv, Israel. Present principal occupation: Joint Managing
Director of IDB Holding and IDB Development.
(7) Yudith Recanati Yovel, 64 Kaplan Street, Herzliya,
Israel. Present principal occupation: Housewife.
The name, citizenship, business address, present
principal occupation or employment of each of the executive
officers and directors of IDB Holding, IDB Development and
Holdings and the name and business address of any corporation or
other organization in which such employment is conducted are set
forth on Schedules A, B and C hereof and incorporated herein by
reference.
(d) On February 16, 1994, following a lengthy trial in
the District Court of Jerusalem, State of Israel, the four largest
banks in that country, including Israel Discount Bank Limited, and
its former parent IDB Holding, and members of their senior management
were found guilty, in connection with acts that occurred prior to
October 1983, of engaging in fraudulent securities transactions and
making false statements within the meaning of certain provisions of
that country's banking, securities and other laws. The violations
involve activities, which terminated in October 1983, relating to
shares of these Israeli institutions. Mr. Raphael Recanati who is
Chairman of the Board of IDB Holding and was chief executive officer
of Israel Discount Bank Limited is among the defendants found
guilty. Mr. Recanati and IDB Holding have categorically denied any
wrongdoing and have advised the Issuer that they intend to appeal.
None of the activities in question relate to or involve the Issuer
or its business in any way.
Except as indicated above, none of the Reporting
Persons has, during the last five years, been convicted in any
criminal proceedings, excluding traffic violations and similar
misdemeanors.
(e) None of the Reporting Persons 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 proceedings 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.
Page 10 of 23 pages
<PAGE>
(f) The persons referred to in (4), (5), (6) and (7)
above are citizens of Israel.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
In the initial statement on Schedule 13D, IDB
Development reported that on July 31, 1981 it had acquired
855,633 Shares from IDB Holding in exchange for 37,528,123
previously unissued Ordinary "A" shares of IDB Development of IS.
75,056,246 nominal value.
During the period from August 1, 1981 to November 17,
1981, IDB Development purchased a total of 2,922 Shares on the
open market using its own funds. The purchases were as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
September 10, 1981 502 $17.50
October 18, 1981 110 18.06
October 18, 1981 308 18.50
October 19, 1981 2,000 18.00
October 27, 1981 2 18.00
As a result of the foregoing transfer and purchases,
IDB Development owned on November 17, 1981 approximately 87.5% of
the common stock of the Issuer.
During the period from November 17, 1981 to April 15,
1982, IDB Development purchased with its own funds the following
Shares on the open market, except as otherwise noted below:
Page 11 of 23 pages
<PAGE>
Date Number of Shares Price Per Share
---- ---------------- ---------------
November 25, 1981 66 $21.00
November 25, 1981 6 19.25
December 1, 1981 254 22.00
December 21, 1981 281,895 Stock dividend acquired
as of this record date
December 24, 1981 622 22.00
December 31, 1981 147 22.00
January 6, 1982 73 17.625
January 26, 1982 153 Additional stock received
from stock dividend of
December 21, 1981 record
date
February 2, 1982 40 22.00
February 24, 1982 1,418 19.50
February 24, 1982 66 21.64
March 5, 1982 2 17.80
March 5, 1982 115 19.50
March 14, 1982 100 20.50
March 14, 1982 44 21.45
March 16, 1982 310 19.975
March 22, 1982 60 20.141
March 22, 1982 177 20.50
April 5, 1982 8 21.45
April 5, 1982 23 20.50
The foregoing Shares were purchased to increase IDB
Development's shareholdings in the Issuer at market prices which
IDB Development viewed as reasonable. As a result of these
purchases and stock dividends, IDB Development owned at April 15,
1982 approximately 89.2% of common stock of the Issuer.
On December 6, 1982, IDB Development transferred to
Holdings, its wholly-owned subsidiary, the 1,149,715 Shares owned
by IDB Development on that date in exchange for an equal number
of shares of common stock, without par value, of Holdings.
Page 12 of 23 pages
<PAGE>
Holdings also acquired from IDB Development 312,500
Class A Preferred Shares, $16.00 par value per share, 238,095
Class B Preferred Shares, Series 1, without par value and 217,391
Class B Preferred Shares, Series 2, without par value, of the
Issuer for which Holdings issued to IDB Development an equal
number of Holdings Class A Preferred Shares, $16.00 par value per
share, Class B Preferred Shares, Series 1, without par value and
Class B Preferred Shares, Series 2, without par value.
On November 16, 1982, the Issuer declared a 20% common
stock dividend payable on January 11, 1983 to shareholders of
record of all classes of capital stock of the Issuer outstanding
on December 7, 1982. On January 11, 1983, Holdings received
383,540 Shares as a result of this stock dividend. As a result
of the transfer of Shares from IDB Development to Holdings and
the foregoing stock dividend, on January 11, 1983, Holdings owned
1,533,255 Shares, constituting 89.2% of the common stock of the
Issuer.
On December 5, 1983, Holdings exchanged 767,986 shares
of preferred stock of the Issuer (consisting of 312,500 shares of
Class A Preferred Stock, $16.00 par value per share, 238,095
shares of Class B Preferred Stock, Series 1, without par value
and 217,391 shares of Class B Preferred Stock, Series 2, without
par value), for 304,705 Shares of the Issuer. The purpose of the
exchange of the Preferred Stock for the Shares was to simplify
the capitalization of the Issuer, which as a result has only one
class of outstanding capital stock consisting of the Shares.
On January 10, 1984, Holdings acquired a total of
3,675,920 Shares as a result of a 3 for 1 stock split in the form
of a stock dividend declared by the Issuer.
As a result of the acquisitions on December 5, 1993 and
January 10, 1984, on January 16, 1984 Holdings directly owned
5,513,880 Shares, representing 92.1% of the outstanding Shares of
the Issuer.
On January 16, 1984, IDB Development owned beneficially
5,517,567 Shares (including 3,687 owned directly) representing
92.1% of the outstanding Shares of the Issuer.
On June 5, 1984, The Israel European Company Isrop
S.A., a Luxembourg corporation ("Isrop"), acquired 665,400
Shares. On such date, IDB Development beneficially owned
approximately 42.3% of the outstanding capital stock of Isrop,
approximately 46% of the outstanding capital stock of which was
beneficially owned by an unaffiliated third party. Each of the
Reporting Persons disclaimed beneficial ownership of the Shares.
Page 13 of 23 pages
<PAGE>
By reason of a 10% stock dividend payable on January 8,
1985 to holders of record on December 4, 1984, the number of
Shares owned by Holdings increased to 6,065,268 and the number of
Shares beneficially owned by IDB Development increased to
6,069,323 of which 6,065,268 Shares were owned directly by
Holdings and 4,055 shares were owned directly by IDB Development.
On February 11, 1988, Isrop owned 749,490 Shares,
representing 10.2% of the common stock of the Issuer. As of such
date, IDB Development beneficially owned approximately 42.3% of
the outstanding capital stock of Isrop, approximately 46% of the
outstanding capital stock of which on such date was beneficially
owned by an unaffiliated third party. Each of the Reporting
Persons disclaimed beneficial ownership of these Shares.
On July 2, 1990, the Issuer issued and sold to Holdings
527,473 Shares for an aggregate purchase price of $8 million.
Holdings obtained the necessary funds to purchase these Shares
from IDB Development. IDB Development utilized its own funds in
effecting the transaction. As a result of the transaction, on
July 2, 1990 Holdings owned 6,592,741 Shares, constituting 84% of
the common stock of the Issuer, and IDB Development beneficially
owned 6,596,796 Shares, of which 4,055 Shares were owned directly
by IDB Development and the balance were owned by Holdings.
In December 1990, IDB Development transferred to
Holdings 4,055 Shares. On February 22, 1992, the Issuer effected
a two-for-one stock split, increasing the number of Shares owned
by Holdings to 13,193,592.
Pursuant to a U.S. Underwriting Agreement among the
Issuer, Isrop, as selling shareholder, and the U.S. Underwriters
and an International Underwriting Agreement among the Issuer,
Isrop, as selling shareholder, and the Managers, each dated May
22, 1992, the Issuer and Isrop sold to the U.S. Underwriters and
Managers on June 1, 1992 an aggregate of 3,000,000 shares and
800,000 shares, respectively, of Common Stock in a firm
commitment underwritten public offering at a price to the public
of $13.50 per share. The Issuer advised the Reporting Persons
that as a result of this transaction, the number of shares of
Common Stock outstanding increased from 15,758,588 shares to
18,758,588 and Isrop advised the Reporting Persons that as a
result of this transaction, the number of shares of common Stock
that Isrop owns decreased to 375,560 shares. The Issuer advised
the Reporting Persons that there were 18,758,588 shares of Common
Stock outstanding on June 1, 1992 and on June 26, 1992 and the
percentages of shares of Common Stock outstanding are based on
this number. As of June 1, 1992 and June 26, 1992, Holdings
beneficially owned 13,193,592 shares, or approximately 70.3% of
the shares of common stock advised by the Issuer to be
Page 14 of 23 pages
<PAGE>
outstanding as of such dates. Holdings shared the power to vote
these Shares with the other Reporting Persons.
As of June 26, 1992, IDB Development beneficially owned
approximately 42% of the outstanding capital stock of Isrop,
which is controlled by persons and entities unrelated to the
Reporting Persons. As of such date, each of the Reporting
Persons disclaimed beneficial ownership of the Shares owned by
Isrop.
Item 4. Purpose of Transaction.
-----------------------
The Shares acquired by IDB Development from IDB
Holdings were acquired in connection with a corporate
reorganization of IDB Holdings. IDB Development transferred its
Shares of the Issuer to Holdings in order to place its holdings
in the Issuer in a separate United States subsidiary.
Holdings and IDB Development may purchase additional
Shares from time to time on the open market or otherwise. The
Shares acquired by Holdings as reported herein were acquired for
investment. As the principal shareholder of the Issuer, Holdings
is in a position to control the Issuer, but has no present plans
or proposals which relate to or would result in any of the events
set forth in Item 4(b) through (j) of the Instructions to
Schedule 13D. Where previously the Issuer was a direct
subsidiary of IDB Development, the Issuer is now a direct
subsidiary of Holdings.
The purpose of the purchase by Holdings on July 2, 1990
of 527,473 Shares was to provide the Issuer with additional
capital to fund increases in its shareholdings in new and
existing affiliates.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
See response to Item 3 with respect to the acquisition
and/or transfer of Shares by the Reporting Persons. The Issuer
has advised the Reporting Persons that as of February 16, 1994,
there were 18,758,588 Shares outstanding. As of February 16,
1994, Holdings beneficially owned 13,193,592 Shares, or
approximately 70.3% of the Shares advised to be outstanding as of
such date. Holdings shares the power to vote and dispose of
these Shares with the other Reporting Persons.
Since the transfer of 4,055 Shares from IDB Development
to Holdings in December 1990, the Reporting Persons have not
effected any sales or purchases or other transfers of Shares.
According to information provided to the Reporting Persons,
during the past 60 days none of the executive officers and
Page 15 of 23 pages
<PAGE>
directors of IDB Holding, IDB Development and Holdings sold or
purchased any Shares. As reflected on the Schedules hereto,
information provided to the Reporting Persons amends previous
filings and now indicates that the executive officers and
directors of IDB Holding, IDB Development and Holdings (other
than the Reporting Persons who are natural persons) owned an
aggregate of 9,000 Shares as of February 16, 1994.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
-------------------------------------------------------
In the initial filing of this Statement on Schedule
13D, IDB Development reported that IDB Holding had agreed
directly and through the Issuer with three banks from which the
Issuer had borrowed money that as long as these loans were
outstanding, IDB Holding would not dispose of its indirect
control of the Issuer. In such filing, IDB Development also
reported that other than the aforementioned understandings,
neither IDB Development nor its officers, directors or IDB
Holding, have any other contracts, arrangements understandings or
relationships (legal or otherwise) with any person with respect
to any of the Shares of the Issuer, including but not limited to
transfer or voting of any of the Shares, 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.
Item 7. Materials to be Filed as Exhibits.
----------------------------------
Schedules A, B and C List of Executive Officers,
Directors and Persons Controlling
IDB Holding, IDB Development and
Holdings, respectively.
Page 16 of 23 pages
<PAGE>
Signature.
- ---------
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
Date: March 1, 1994
PEC Holdings Limited
By: /s/ William Gold
-------------------------------
William Gold,
Assistant Secretary
IDB Development Corporation Ltd.
IDB Holding Corporation Ltd.
Raphael Recanati
Jacob Recanati
Leon Recanati
Yudith Recanati Yovel
By: PEC Israel Economic Corporation
By: /s/ James I. Edelson
-------------------------------
James I. Edelson, Executive Vice
President of PEC Israel Economic
Corporation on behalf of IDB
Development Corporation Ltd.,
IDB Holding Corporation Ltd. and
Raphael Recanati pursuant to
agreements annexed as exhibits
to Amendment No. 4 to the
Schedule 13D and on behalf of
Leon Recanati and Yudith
Recanati Yovel pursuant to
agreements annexed as exhibits
to Amendment No. 7 to the
Schedule 13D.
Page 17 of 23 pages
<PAGE>
Schedule A
(Information as of February 16, 1994 provided in response
to Items 2 through 6 of Schedule 13D)
Executive Officers, Directors and Persons Controlling
IDB Holding Corporation Ltd. (1)
("IDBH")
The Tower, 3 Daniel Frisch Street, Tel Aviv, Israel
(citizenship the same as country of residence unless otherwise noted)
Principal
Name and Address Position Occupation
- ---------------- -------- ----------
Raphael Recanati Chairman of the Chairman of the
The Tower Board, Chairman of Board and Managing
3 Daniel Frisch Street the Executive Director of IDBH,
Tel Aviv, Israel Committee and President of Finmar
Managing Director Equities Co.
(Shipping and
Finance) (2)
Arie Carasso Director Joint Managing
26 Rival Street Director of Moise
Tel Aviv, Israel Carasso Sons
Ltd. (3)
Haym Carasso Director Joint Managing
26 Rival Street Director of Moise
Tel Aviv, Israel Carasso Sons
Ltd.
Joseph Ciechanover Director President and
511 Fifth Avenue Director of PEC
New York, New York Israel Economic
(Citizen of Israel) Corp. (4)
Eliahu Cohen Joint Managing Joint Managing
The Tower Director Director of IDBH (5)
3 Daniel Frisch Street
Tel Aviv, Israel
William M. Davidson Director Chief Executive
43043 W. Nine Mile Road Officer of Guardian
Northville, Michigan Industries
Corporation
Arnon Gafny Director Economist
4 Rabbi Benjamin St.
Jerusalem, Israel
Page 18 of 23 pages
<PAGE>
Principal
Name and Address Position Occupation
- -------------------------------------- ----------
Gideon Hasid Director Director of
7 Heinrich Heine Square Companies
Haifa, Israel
Chaim Herzog Director Director of
Beth Ammot Mishpat Companies
8 Shaul Hemelech Blvd.
Tel Aviv, Israel
Hermann Merkin Director Member of the New
415 Madison Avenue York Stock
New York, New York Exchange, Inc. and
the American Stock
Exchange, Inc.(6)
Raphael Molho Director Director of
22 Ibn Gvirol Street Companies(7)
Jerusalem, Israel
Jacob Recanati Director Managing Director
3 Habankim Street of El-Yam Ships
Haifa, Israel Ltd.
Leon Recanati Director Joint Managing
The Tower Director of IDBH
3 Daniel Frisch Street (8)
Tel Aviv, Israel
Oudi Recanati Director Director of
Europe House Companies (9)
37 Shaul Hamelech Blvd.
Tel Aviv, Israel
Meir Rosenne Director Lawyer
14 Aluf Simhony Street
Jerusalem, Israel
Dov Tadmor Director Managing Director
16-18 Beth Hashoeva Lane of Discount
Tel Aviv, Israel Investment
Corporation
Ltd. (10)
Yudith Recanati Yovel Housewife
64 Kaplan Street
Herzliya, Israel
Page 19 of 23 pages
<PAGE>
Principal
Name and Address Position Occupation
- -------------------------------------- ----------
Dalia Lev Deputy General Deputy General
The Tower Manager and Manager and
3 Daniel Frisch Street Principal Principal
Tel Aviv, Israel Accounting Officer Accounting Officer
of IDBH (11)
Arthur Caplan* Secretary Secretary of IDBH
The Tower
3 Daniel Frisch Street
Tel Aviv, Israel
James I. Edelson U.S. Resident Executive Vice
511 Fifth Avenue Secretary President,
New York, New York Secretary and
General Counsel of
PEC Israel Economic
Corporation (12)
(1) IDB Holding Corporation Ltd., an Israeli corporation located at
The Tower, 3 Daniel Frisch Street, Tel Aviv, Israel, owns 70.94%
of the outstanding shares of IDB Development Corporation Ltd. As
of February 16, 1994, companies controlled by Raphael Recanati,
Jacob Recanati, Leon Recanati and Yudith Recanati Yovel held
approximately 50.6% of the voting power and equity of IDB Holding
Corporation Ltd.
(2) Mr. Raphael Recanati is Chairman and Chief Executive Officer of IDB
Development and is a Director of Holdings.
(3) Mr. Arie Carasso is a Director of IDB Development.
(4) Mr. Joseph Ciechanover is a Director of IDB Development and Holdings.
Mr. Ciechanover holds 2,000 Shares of common stock of the Issuer.
(5) Mr. Cohen is Joint Managing Director of IDB Development and is a
Director and President of Holdings.
(6) Mr. Merkin holds 5,000 Shares of common stock of the Issuer.
(7) Mr. Molho is a Director of IDB Development.
(8) Mr. Leon Recanati is Joint Managing Director of IDB Development.
(9) Mr. Oudi Recanati is a Director of IDB Development
Page 20 of 23 pages
<PAGE>
(10) Mr. Tadmor is a Director of IDB Development and Holdings.
(11) Mrs. Lev is Deputy General Manager and Principal Accounting Officer
of IDB Development and is Secretary and Treasurer of Holdings.
(12) Mr. Edelson holds 1,000 Shares of common stock of the Issuer.
* Mr. Caplan is a dual citizen of Israel and Great Britain.
Messrs. Raphael Recanati, Eliahu Cohen and Oudi Recanati were
members of senior management of Israel Discount Bank Limited who were
found guilty of certain violations in the Israeli proceeding described in
Item 2 of this Amendment No. 10 to this Schedule 13D in connection with
acts that occurred prior to October 1983.
Based on information provided to the Reporting Persons, except as
indicated above, 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.
Page 21 of 23 pages
<PAGE>
Schedule B
(Information provided as of February 16, 1994
in response to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of IDB Development Corporation Ltd.
who are not Executive Officers or Directors of IDBH (1)
Address is: The Tower, 3 Daniel Frisch Street, Tel Aviv, Israel
(citizenship is Israel)
Name and Address Position Principal Occupation
- ----------------- -------- ---------------------
Abraham Ben Joseph Director Director of Companies
87 Haim Levanon Street
Ramat Aviv
Tel Aviv, Israel
Haim Erez Director General Manager, Israel
Yahalom Tower Chemicals Ltd.
3A Rechov Jabotinsky
Ramat Gan, Israel
Yair Hamburger Director Managing Director of Harel/
29 Derech Haganim Shiloah Insurance Companies
Kfar Shmaryahu, Israel
Michael Levy Director President, Nilit, Ltd.
Textile Fashion Ctr.
2 Kaufman Street
Tel Aviv, Israel
(1) IDB Development Corporation Ltd. owns all the shares of capital stock of
Holdings.
Based on information provided to the Reporting Person, 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.
Page 22 of 23 pages
<PAGE>
Schedule C
(Information provided as of February 16, 1994
in response to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
PEC Holding Limited ("Holdings")(1)
Address is: One Portland Square, Portland, Maine 04112
(citizenship the same as country of residence unless otherwise noted)
Name and Address Position Principal Occupation
- ----------------- -------- ---------------------
Raphael Recanati Director Chairman of the Board and
The Tower Managing Director of IDBH,
3 Daniel Frisch Street President of Finmar Equities
Tel Aviv, Israel Co. (Shipping and Finance)
Joseph Ciechanover Director President of PEC Israel
511 Fifth Avenue Economic Corporation
New York, NY 10017
(citizen of Israel)
Eliahu Cohen Director and Joint Managing Director
The Tower President of of IDBH
3 Daniel Frisch Street Holdings
Tel Aviv, Israel
Dov Tadmor Director Managing Director of
16-18 Beth Hashoeva Discount Investment
Lane Corporation Ltd.
Tel Aviv, Israel
Dalia Lev Secretary and Deputy General Manager
The Tower Treasurer of and Principal Accounting
3 Daniel Frisch Street Holdings Officer of IDBH.
Tel Aviv, Israel
(1) See Schedule A for certain information about the executive officers
and directors of Holdings, all of whom are executive officers and/or
directors of IDBH.
Page 23 of 23 pages
