UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Rule 13d-101
Information to be Included in Statements Filed pursuant to Rule 13d-1(a)
 and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
(Amendment No. 2)*

 

                      NOVA MEASURING INSTRUMENTS LTD.                      
(Name of Issuer)

 

         ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE         
(Title of Class of Securities)

 

                                                   M7516K103                                                   
(CUSIP Number)

 

Matti Tiber, Adv.
Clal Electronics Industries Ltd.
3 Azrieli Center, Triangle Tower
Tel Aviv, 67023
Tel: 972-3-6075794
Israel

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

                                                December 2, 2003                                                
(Date of Event which Requires Filing of this Statement)

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

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

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

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

 

SCHEDULE 13D

CUSIP No. M7516K103

    

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Clal Electronics Industries Ltd. (no U.S. I.D. number)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) x
(b) ¨

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER
0

8

SHARED VOTING POWER
2,823,584 shares

9

SOLE DISPOSITIVE POWER
0

10

SHARED DISPOSITIVE POWER
2,823,584 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,823,584 shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*



¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.60%

 

14

TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

 

SCHEDULE 13D

CUSIP No. M7516K103

    

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Clal Industries and Investments Ltd. (no U.S. I.D. number)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) x
(b) ¨

3

  

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER
0

8

SHARED VOTING POWER
2,823,584

9

SOLE DISPOSITIVE POWER
0

10

SHARED DISPOSITIVE POWER
2,823,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,823,584

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.60%

 

14

TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

 

SCHEDULE 13D

CUSIP No. M7516K103

    

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

IDB Development Corporation Ltd. (no U.S. I.D. number)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) x
(b) ¨

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER
0

8

SHARED VOTING POWER
2,823,584

9

SOLE DISPOSITIVE POWER
0

10

SHARED DISPOSITIVE POWER
2,823,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 2,823,584

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.60%

14

TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

 

SCHEDULE 13D

CUSIP No. M7516K103

    

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

IDB Holding Corporation Ltd. (no U.S. I.D. number)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) ) x
(b) ¨

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER
0

8

SHARED VOTING POWER
2,823,584

9

SOLE DISPOSITIVE POWER
0

10

SHARED DISPOSITIVE POWER
2,823,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,823,584

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.60%

 

14

TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

 

SCHEDULE 13D

CUSIP No. M7516K103

    

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Nochi Dankner

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) ) x
(b) ¨

 

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER
0

8

SHARED VOTING POWER
2,823,584

9

SOLE DISPOSITIVE POWER
0

10

SHARED DISPOSITIVE POWER
2,823,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,823,584

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.60%

 

14

TYPE OF REPORTING PERSON*
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

 

SCHEDULE 13D

CUSIP No. M7516K103

    

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Shelly Dankner-Bergman

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) ) x
(b) ¨

 

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER
0

8

SHARED VOTING POWER
2,823,584

9

SOLE DISPOSITIVE POWER
0

10

SHARED DISPOSITIVE POWER
2,823,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 2,823,584

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 18.60%

 

14

TYPE OF REPORTING PERSON*
 IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

SCHEDULE 13D

CUSIP No. M7516K103

    

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Avraham Livnat

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) ) x
(b) ¨

 

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER
0

8

SHARED VOTING POWER
2,823,584

9

SOLE DISPOSITIVE POWER
0

10

SHARED DISPOSITIVE POWER
2,823,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 2,823,584

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 18.60%

 

14

TYPE OF REPORTING PERSON*
 IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

SCHEDULE 13D

CUSIP No. M7516K103

    

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Ruth Manor

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) ) x
(b) ¨

 

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER
0

8

SHARED VOTING POWER
2,823,584

9

SOLE DISPOSITIVE POWER
0

10

SHARED DISPOSITIVE POWER
2,823,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 2,823,584

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 18.60%

14

TYPE OF REPORTING PERSON*
 IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

 

 

 

This Amendment No. 2 amends Item 5 of the Statement on Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by certain of the Reporting Persons with respect to the ordinary shares, par value New Israeli Shekel 0.01 per share, of Nova Measuring Instruments Ltd. Capitalized terms used in this Amendment No. 2 without definition have the meanings assigned to them in the Schedule 13D, as amended.

Item 5. Interest in Securities of the Issuer

(1) The Issuer advised the Reporting Persons that there were 15,182,348 Ordinary Shares outstanding as of December 10, 2003. The percentages of Ordinary Shares outstanding set forth above in this Item 5 are based on this number.

During the period from November 20, 2003 through December 10, 2003, Clal Electronics made the following sales of Ordinary Shares of the Issuer, totaling 255,500 Ordinary Shares, at prices ranging from $6.500 to $7.600 per share, all of which were made in open market transactions on the NASDAQ:

Date

Amount of Ordinary Shares

Price Per Share (US $)

November 20, 2003

25,000

6.830

November 21, 2003

 6,500

6.500

November 21, 2003

  1,000

6.600

November 25, 2003

22,800

6.500

November 25, 2003

     800

6.510

November 25, 2003

     200

6.550

November 26, 2003
November 27, 2003

     600
  2,360

6.500
6.500

December 1, 2003

  1,619

6.500

December 1, 2003

  1,326

6.520

December 1, 2003

    487

6.540

December 1, 2003

 1,100

6.560

December 1, 2003

    100

6.561

December 1, 2003

    200

6.620

December 1, 2003

    100

6.690

December 1, 2003

     100

6.700

December 2, 2003

17,800

6.600

December 2, 2003

  5,000

6.610

December 2, 2003

     600

6.620

December 2, 2003

  2,700

6.630

December 2, 2003

  1,600

6.640

December 2, 2003

  2,430

6.650

December 2, 2003

10,100

6.660

December 2, 2003

10,478

6.700

December 2, 2003

  9,406

6.720

December 2, 2003

  2,900

6.730

December 2, 2003

     400

6.640

December 2, 2003

11,694

6.760

December 2, 2003

10,600

6.900

December 2, 2003

  1,987

6.910

December 2, 2003

  3,400

6.920

December 2, 2003

  4,613

6.930

December 2, 2003

  5,000

6,960

December 2, 2003

     500

7.000

December 3, 2003

20,000

7.034

December 3, 2003

  2,000

7.050

December 3, 2003

  3,000

7.100

December 3, 2003

  2,500

7.150

December 3, 2003

  2,000

7.200

December 3, 2003

  2,500

7.250

December 3, 2003

  2,000

7.300

December 3, 2003

  3,000

7.350

December 3, 2003

  3,000

7.400

December 3, 2003

  2,000

7.450

December 3, 2003

10,330

7.500

December 3, 2003

  2,000

7.550

December 3, 2003

     670

7.600

December 4, 2003

  3,000

6.900

December 4, 2003

  2,000

6.950

December 8, 2003

     640

6.660

December 8, 2003

     620

6.650

December 8, 2003

13,740

6.620

December 8, 2003

  6,100

6.570

December 8, 2003

  8,900

6.500

As of December 10, 2003, Clal Electronics was the direct owner of 2,823,584 Ordinary Shares of the Issuer, constituting approximately 18.60% of the Ordinary Shares of the Issuer.

As of December 10, 2003, IDB Holding, IDB Development, Clal Industries and the Reporting Persons who are natural persons may be deemed to share the power to vote and dispose of the 2,823,584 Ordinary Shares held by Clal Electronics, constituting approximately 18.60% of the Ordinary Shares.

 

 

 

 

 

 

 

 

 

 

 

 

Signature

After reasonable inquiry and to the best of knowledge and belief of the undersigned, the undersigned hereby certify that the information set forth in this Statement is true, complete and correct.

Dated: December 2, 2003,

 

CLAL ELECTRONICS INDUSTRIES LTD.
CLAL INDUSTRIES AND INVESTMENTS LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY DANKNER-BERGMAN
AVRAHAM LIVNAT
RUTH MANOR
 

By:     

          

IDB HOLDING CORPORATION LTD.
   

By:     S/ Zehavit Joseph and Arthur Caplan
   

Zehavit Joseph and Arthur Caplan, authorized signatories of IDB Holding Corporation Ltd. for itself and on behalf of Clal Electronics Industries Ltd., Clal Industries and Investments Ltd., IDB Development Corporation Ltd., Nochi Dankner, Shelly Dankner-Bergman, Avraham Livnat and Ruth Manor pursuant to the agreements annexed to Amendment No. 1 to Schedule 13D as exhibits 5-11, as filed.

 

 

 

 

 

 

 

 

Exhibit 1
(Information provided as of December 10, 2003 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal Industries and Investments Ltd.
Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel
(citizenship the same as country of residence unless otherwise noted)

Name and Address

Position in Clal Industries

Principal Occupation
     

Nochi Dankner
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Chairman of the Board

Business Manager, Chairman and Director of Companies
     

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

Director

Director of Companies
     

Zvi Livnat
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director and Co-CEO

Vice President of Taavura Holdings
     

Avi Fischer
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director and Co-CEO

Partner in Fischer, Behar, Chen & Co. law firm, Chairman of Ganden Tourism & Aviation Ltd., Vice-Chairman of Ganden Holdings Ltd., Director of Companies
     

Isaac Manor*
26 Hagderot St. Savion, Israel

Director

Chairman of the Board of Automobile Companies
     

Dori Manor*
18 Hareches St. Savion, Israel

Director

CEO of Automobile Companies
     

Lior Hannes
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director

CEO of Ganden Tourism & Aviation Ltd., Director of Companies
     

Refael Bisker
46 Rothschild Blvd., 22nd floor Tel-Aviv 66883, Israel

Director

CEO of Ganden Real Estate Ltd., Chairman & Director of Companies
     

Darko Horvat**
20 Kensington Park Gardens, London W113HD, UK

Director

Founder, owner and president of Aktiva group
     

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

Director

Director of Companies
     

Yecheskel Dovrat
1 Nachshon St. Ramat Hasharon, Israel

Director

Economics consultant & Director of Companies
     

Eliahu Cohen
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director

Director and Chief Executive Officer of IDB Holding and IDB Development

     

David Leviatan
18 Mendele Street
Herzelia, Israel

Director

Director of Companies

     

Nachum Langental
3a Jabotinski Street,
Ramat Gan, Israel

External Director

Director of Companies
     

Aliza Rotbard
6, Rosenblum Street;
#6101 Sea & Sun
Tel Aviv, Israel

External Director

CEO of DOORS Information Systems, Inc.
     

Azri Gonen
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Executive Vice President

Executive Vice President of Clal Industries
     

Nitsa Einan
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Vice President and General Counsel

General Counsel of Clal Industries

     

Gil Milner
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Vice President and Controller

Controller of Clal Industries
     

Gonen Bieber ****
3 Azrieli Center,
Triangular Tower, Tel Aviv, Israel

Vice President and Finance Manager

Finance Manager of Clal Industries

     

Guy Rosen
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Special Assistant to the CEO

Special Assistant to the CEO of Clal Industries
     

Boaz Simons
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Special Assistant to the CEO

Special Assistant to the CEO of Clal Industries

 

*         Mr. Isaac Manor and Mr. Dori Manor are dual citizens of Israel and France.
**       Mr. Darko Horvat is a citizen of Slovenia.
***     Mr. Mark Schimmel is a citizen of Great Britain.
****   Mr. Gonen Bieber is a dual citizen of Israel and the Republic of Germany.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 2

(Information provided as of December 10, 2003 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal Electronics Industries Ltd.
Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel
(citizenship the same as country of residence unless otherwise noted)

Name and Address

Position

Principal Occupation
     

Gil Milner
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director and Controller

Controller of Clal Industries
     

Gonen Bieber *
3 Azrieli Center,
Triangular Tower, Tel Aviv, Israel

Director and Finance Manager

Finance Manager of Clal Industries

     

Nitsa Einan
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

General Counsel

General Counsel of Clal Industries

 

 

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

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

 

 

 

 

 

Exhibit 3

(Information provided as of December 10, 2003 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers, Directors and Persons Controlling
IDB Holding Corporation Ltd.
Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel
(citizenship the same as country of residence unless otherwise noted)

Name and Address

Position

Principal Occupation
     

Nochi Dankner
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Chairman of the Board

Business Manager, Chairman and Director of Companies
     

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

Director

Director of Companies
     

Zvi Livnat
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director

Co-CEO of Clal Industries, Vice President of Taavura Holdings
     

Avi Fischer
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director

Co-CEO of Clal Industries, Partner in Fischer, Behar, Chen & Co. law firm, Chairman of Ganden Tourism & Aviation Ltd., Vice-Chairman of Ganden Holdings Ltd., Director of Companies
     

Isaac Manor*
26 Hagderot St. Savion, Israel

Director

Chairman of the Board of Automobile Companies
     

Dori Manor*
18 Hareches St. Savion, Israel

Director

CEO of Automobile Companies
     

Lior Hannes
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director

CEO of Ganden Tourism & Aviation Ltd., Director of Companies
     

Refael Bisker
46 Rothschild Blvd., 22nd floor Tel-Aviv 66883, Israel

Director

CEO of Ganden Real Estate Ltd., Chairman & Director of Companies
     

Darko Horvat**
20 Kensington Park Gardens, London W113HD, UK

Director

Founder, owner and president of Aktiva group
     

Jacob Schimmel***
54-56 Euston St. London NW1 U.K.

Director

Chairman & CEO of UKI Investments
     

Shaul Ben-Zeev
Taavura Junction, P.O.Box 320 Ramla 72102, Israel

Director

CEO of Avraham Livnat Ltd.
     

Eliahu Cohen
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director and CEO

CEO of IDB Holding and IDB Development
     

Daniel Doron
16 Levy Eshkol Street,
Tel Aviv, Israel

Independent Director

Business Consultant
     

Shmuel Lachman
9a Kehilat Jatomir Street,
Tel Aviv, Israel

Independent Director

Information Technology Consultant
     

Rolando Eisen
2A Geiger Street
Neveh Avivim, Tel Aviv, Israel

Independent Director

Director of Companies
     

Meir Rosenne
14 Aluf Simhony Street
Jerusalem, Israel

Director

Attorney
     

Zehavit Joseph****
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Executive Vice
President and Chief Financial Officer

Executive Vice
President and Chief Financial Officer of IDB Holding and IDB Development

Haim Tabouch
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Controller

Controller of IDB Holding and IDB Development

*         Mr. Isaac Manor and Mr. Dori Manor are dual citizens of Israel and France.
**       Mr. Darko Horvat is a citizen of Slovenia.
***     Mr. Jacob Schimmel is a citizen of Great Britain.
****   Dr. Zehavit Joseph is a dual citizen of Israel and the United States.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 4

(Information provided as of December 10, 2003 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
IDB Development Corporation Ltd.
Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel
(citizenship is Israel, unless otherwise noted)

Name and Address

Position

Principal Occupation
     

Nochi Dankner
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Chairman of the Board

Business Manager, Chairman and Director of Companies
     

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

Director

Director of Companies
     

Zvi Livnat
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director

Co-CEO of Clal Industries, Vice President of Taavura Holdings
     

Isaac Manor*
26 Hagderot St. Savion, Israel

Director

Chairman of the Board of Automobile Companies
     

Dori Manor*
18 Hareches St. Savion, Israel

Director

CEO of Automobile Companies
     

Lior Hannes
46 Rothschild Blvd., 22nd floor Tel-Aviv 66883, Israel

Director

CEO of Ganden Tourism & Aviation Ltd., Director of companies
     

Refael Bisker
46 Rothschild Blvd., 22nd floor Tel-Aviv 66883, Israel

Director

CEO of Ganden Real Estate Ltd., Chairman & Director of Companies
     

Darko Horvat**
20 Kensington Park Gardens, London W113HD, UK

Director

Founder, owner and president of Aktiva group
     

Jacob Schimmel***
54-56 Euston St. London NW1 U.K.

Director

Chairman & CEO of UKI Investments
     

Shaul Ben-Zeev
Taavura Junction, P.O.Box 320 Ramla 72102, Israel

Director

CEO of Avraham Livnat Ltd.
     

Eliahu Cohen
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Director and CEO

CEO of IDB Holding and IDB Development
     

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

Director

Director of Companies
     

Arnon Gafny
55 Moshe Kol St., Jerusalem, Israel

Independent Director

Economist
     

Rami (Avraham) Mardor
33 Haoranim St., Kfar Shmariyahu, Israel

Independent Director

Director of Companies
     

Zehavit Joseph****
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Executive Vice
President and Chief Financial Officer

Executive Vice
President and Chief Financial Officer of IDB Holding and IDB Development
     

Haim Tabouch
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Controller

Controller of IDB Holding and IDB Development
     

Avi Shani
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel

Vice President, Investments & Chief Economist

Vice President, Investments & Chief Economist of IDB Development
     

*          Mr. Isaac Manor and Mr. Dori Manor are dual citizens of Israel and France.
**        Mr. Darko Horvat is a citizen of Slovenia.
***      Mr. Jacob Schimmel is a citizen of Great Britain.
****    Dr. Zehavit Joseph is a dual citizen of Israel and the United States.

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