‘4’ Documents: Statement of Change in Beneficial Ownership of Securities -- Form 4
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Mark Fuller resigned from this corporation before his recess appointment to the federal bench by George Bush Jr. Previously, Ful ler was appointed District Attorney for the Judicial circuit of Alabama and engaged in protection of the Bush-Isreal drug smuggling arms dealing network which now has control of the United States government and apparently has plans to dissolve it and the U.S. Constitution by declaring martial law before or shortly after Nov. 2, 2008.
The "Enterprise Network" has a United States home in Enterprise, Alabama, Plano, Texas and Carson City, Nevada, and was established in 1957. Plano, Texas is where former presidential advisor and White House Chief of Staff, Karl Rove began his operations for George Bush, Sr. to politically subvert the judiciary of the United States.
Plano, Texas is also home to Doss Aviation which has worldwide operations and dozens of secret contracts with the U.S. Air force and the Central Intelligence Agency. Hamas Suicide bombers operate their World Wide Website was established on Pier 1 Networks a Canadian penny stock firm hooked to on-line gambling and casino operations based in Carson City, Nevada. Pier 1 Networks, is also based in Hendron, VA. Home to PTECH and CAIR the "Muslium Brotherhood", which established a base of operations at Sandy Creek Airpark, in Eastern Bay County, Florida in the late 70's early 80's. Dr. Mohammed Akbar or Akbar Clinic in Springfield, Florida was the first national director.
Industrial Distribution Group Inc
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425 SEC Filings (from 7/18/97 to 8/11/08)
Documents & Exhibits (as Filer or “Owner”)
ITEM 4. INFORMATION ON THE COMPANY
THE FINANCIAL INFORMATION PRESENTED IN THIS ITEM BELOW IS BASED ON ISRAELI
GAAP, WHICH MAY DIFFER MATERIALLY FROM U.S. GAAP. FOR A RECONCILIATION OF OUR
FINANCIAL INFORMATION TO U.S. GAAP, SEE "ITEM 3.A.- SELECTED FINANCIAL DATA" AND
"ITEM 17- FINANCIAL STATEMENTS".
A. HISTORY AND DEVELOPMENT OF THE COMPANY
The Industrial Development Bank of Israel Limited was incorporated under
the laws of the State of Israel on October 7, 1957. Our initial purpose was to
encourage and assist in the establishment and expansion of industrial
enterprises in Israel. The Bank of Israel issued a banking license permitting us
to operate as a commercial bank in Israel pursuant to the Banking Licensing Law
-1981 (Israel) and, in September 1991, we commenced our commercial banking
Our legal and commercial name is Industrial Development Bank of Israel Ltd.
Our registered office is located at 82 Menachem Begin Road, Tel-Aviv, Israel
67138, and our telephone number is 972-3-6272727. Our corporate website can be
accessed through WWW.IDBI.CO.IL. The information found on our corporate website
is, however, not part of this annual report. Our agent in the United States
regarding our C,CC, D and DD shares is Mellon Financial Services Inc., located
at 480 Washington Boulevard, Jersey City, New Jersey 07310. Our agent in the
United States regarding our capital notes is JPMorgan Chase Bank, located at 4
New York Plaza, 15th floor, New York, N.Y. 10004.
We are owned primarily by the Government of Israel, Bank Leumi Le-Israel,
Israel Discount Bank and Bank Hapoalim. The Government of Israel holds
approximately 79% of our equity and approximately 45.78% of our outstanding
voting rights.The Government of Israel and the three largest banks in Israel,
Bank Hapoalim, Bank Leumi and Israel Discount Bank, collectively hold
approximately 90% of our voting rights.
We are subject to the supervision and the regulations of the Bank of
Israel, through the Supervisor of Banks. Among other things, we are required to
submit periodic and other reports to the Bank of Israel and are subject to
inspections by the Bank of Israel. Since the State of Israel holds 45.8% of our
voting rights and about 50% of the rights to appoint directors, we are deemed to
be a "Mixed Company" under the Government Companies Law-1975 (Israel), and
therefore we must also report to the Government Companies Authority. Because the
State of Israel is entitled to appoint directors to our board, we are also
deemed to be a "body that the Government of Israel participates in its
management" within the State Comptroller Law-1958 (Israel) and consequently we
are subject to the State Comptroller's audit.
B. BUSINESS OVERVIEW
Until the liquidity crisis we experienced in the third quarter of 2002 (as
discussed below), our business focused on normal banking activities, including,
without limitation, the extension of short, medium and long term credit in NIS
and foreign currencies, the acceptance of deposits in all currencies, the
maintenance of checking accounts and the issuance of credit cards. In addition,
we issued guarantees of all types in Israel and abroad and issued letters of
credit and other documents relating to foreign trade. We maintained a foreign
exchange dealing room, which provided currency conversion services and services
relating to the hedging of currency and interest rate risk. Our finance
department also provided services in factoring and futures transactions. We also
analyzed and prepared applications for "Approved Enterprise" status and
administered government grants. Our customers included many of Israel's well
known large industrial companies, medium size commercial entities, public
institutions, kibbutzim and other agricultural sector companies. Until 2002, our
goal was to gradually expand our range of commercial banking activities, which
generally focused on the business and industrial sectors, and diversify our
The balance of the public's deposits with us sharply declined in the third
quarter of 2002. The balance of the public's deposits with us was NIS 3,597
million as of June 30, 2002 and, by December 31, 2002, the balance had declined
to NIS 1,291 million, a NIS 2,306 million decrease over 6 months. As a result of
the increased withdrawals of deposits by the public, we experienced a severe
liquidity crisis. The decline in the public's deposits continued since then and
as of December 31, 2005, the balance of the public's deposits with us had
further declined to only NIS 178 million and as of March 31, 2006 was NIS 118
In response to our liquidity problems, the Government of Israel and the
Bank of Israel proposed a plan for the sale of our assets and liabilities to a
third party. To help us manage our liquidity crisis and continue operations
until the sale, the Bank of Israel agreed to provide us a special line of
credit. See "Proposed Sale of the Bank and Extension of Special Line of Credit
by the Bank of Israel" below for a detailed description of the proposed sale and
the special line of credit from the Bank of Israel.
We were unable to consummate the sale of our asset and liability portfolio
"en bloc" and within a short time frame and, on February 27, 2003, our board of
directors adopted a run-off plan for our business, which plan was approved, with
certain modifications, by the Government of Israel, for a period ending on July
29, 2006. On July 26, 2005, our Board of Directors decided to extend the term of
the run-off plan until July 31, 2008, and on October 10, 2005, the government of
Israel approved the extension of the plan until that date. We are currently
operating under the terms of the run-off plan. The ultimate goal of the run-off
plan is the controlled disposal of our credit assets over a period which will
expire on July 31, 2008. For a more detailed description of the run-off plan and
the amendments to the special line of credit, see "Adoption of the Run-Off Plan
and Amendment of the Special Line of Credit" below.
PROPOSED SALE OF THE BANK AND EXTENSION OF SPECIAL LINE OF CREDIT BY BANK OF
On August 26, 2002, in response to our severe liquidity crisis, the Prime
Minister's Office of the State of Israel, the Finance Ministry of the State of
Israel and the Bank of Israel adopted a plan for the sale of our asset and
liability portfolio and the extension of a special line of credit by the Bank of
Israel to permit us to bridge our liquidity problems. Our board of directors
approved the sale of our asset and liability portfolio and the special line of
credit from the Bank of Israel in accordance with the plan and agreed to
cooperate during the sale process so as to facilitate its implementation.
On September 9, 2002, the Governor of the Bank of Israel notified us that
he had decided to extend to us a special line of credit. According to the terms
of the special line of credit as initially extended,the interest rate on the
special line of credit (which was to be charged quarterly) was set by the
Governor of the Bank of Israel at a rate equal to the Bank of Israel Rate plus
3%. In addition, we were required to pay the Bank of Israel a commission at an
annual rate of 1% (which was to be charged monthly) in respect of the unutilized
amount of the special line of credit. The special line of credit was available
through the earlier of May 10, 2003 or the date of the sale of our asset and
The extension of the special line of credit was also subject to various
conditions, including, without limitation, the pledge of a substantial part of
our assets to the Bank of Israel. The pledge in favor of the Bank of Israel was
created by us only on November 14, 2002 and the special line of credit, with an
available amount of credit of NIS 2.2 billion, was granted on that date. The
Governor of the Bank of Israel notified us on November 14, 2002 that our
drawings from the Bank of Israel prior to November 14, 2002 would bear interest,
until November 14, 2002, at a rate equal to the Bank of Israel Rate plus 5%,
while according to the terms of the special line of credit as determined on
September 9, 2002, from November 14, 2002, the special line of credit would bear
interest equal to the Bank of Israel Rate plus 3%.
The pledge in favor of the Bank of Israel does not apply to all of our
assets. The assets that were not pledged to the Bank of Israel included the
following: (a) loans and credits guaranteed by the State of Israel with a total
balance sheet value of approximately NIS 6.4 billion as of December 31, 2005,
(b) our perpetual deposit with the Ministry of Finance in respect of the DD
shares, and (c) deposits with other banking institutions in Israel and/or
abroad, and/or with brokers in Israel and/or abroad, that we make from time to
time in order to secure those of our liabilities to such banking institutions
and/or brokers that were created after November 14, 2002.
On November 13, 2002, our Board of Directors approved a process intended to
result in the sale of our asset and liability portfolio. Our Board of Directors
approved the sale as an "en bloc" sale to one or more purchasers. However our
Board of Directors soon realized that there was little interest on the part of
potential buyers in the proposed sale of our asset and liability portfolio, and
the information room which was opened in connection with the proposed sale was
closed at the end of January 2003 without any potential buyer having commenced a
due diligence review.
ADOPTION OF THE RUN-OFF PLAN AND AMENDMENT OF THE SPECIAL LINE OF CREDIT
When it became apparent that the proposed "en bloc" sale of our assets and
liabilities within a short time frame would not be consummated, our Board of
Directors decided to entertain other alternatives to such a sale. At its meeting
on February 27, 2003, our Board adopted the principles of a proposed run-off
plan,the components of which included, among other things, (a) a supervised and
gradual realization of our credit assets, to be conducted over a period ending
on December 31, 2006, (b) a significant reduction in manpower and in operating
expenses and (c) the continuation of the special line of credit by the Bank of
Israel during the period of the run-off. At the same meeting, our board approved
a detailed efficiency plan formulated by our management. The efficiency plan
included extensive cutbacks in operating expenses and manpower, including
termination and reduction of banking services unrelated to the collection of
On July 29, 2003 the Ministerial Committee for Social and Economic Affairs
of the Government of Israel approved the run-off plan with certain
modifications, including fixing the implementation period of the plan at three
years, from July 29, 2003. In connection with the above governmental approval of
the run-off plan, the Bank of Israel agreed on September 1, 2003 to amend the
terms of the special line of credit and continue to extend the special line of
credit to us for a period of 36 months until August 1, 2006. Under the amended
terms the interest rate on the utilized portion of the special line of credit
was set at the interest rate of the Bank of Israel, subject to "the fulfillment
of all the conditions, including that which is stipulated in the government's
resolution regarding the date of completion and return of the deposits to the
public and the realization of the bank's assets".
On July 26, 2005 the Bank's Board of Directors discussed a document that
had been prepared regarding the extension of the "Run-Off" plan. In light of the
document's conclusion regarding the advantages of extending the plan, the Board
of Directors approved extension of the plan until July 31, 2008, and its
continued implementation on the basis of the plan that was presented before it.
Furthermore, the Bank's Board of Directors decided that due to the reduction in
the Bank's activity pursuant to the "Run-Off" plan and the date to which the
plan was extended, the Bank would notify the Governor of the Bank of Israel that
it agrees that its banking license be restricted in a manner that reflects its
reduced activity as derived from the "Run-Off" plan, including the
non-acceptance of new deposits and the non-renewal of existing deposits that
have reached maturity, and to the restricted license specifying that it is valid
until the end of the plan (July 31, 2008).
On October 10, 2005 the Ministerial Committee for Social and Economic
Affairs (the Social Economic Cabinet) approved the extension of the Bank's
"Run-Off" plan. The main principles of the Committee's decision from are as
o The assets of the Bank are to be realized in a supervised process and
over a period ending by July 31, 2008, in the framework of the
"Run-Off" plan approved by the Bank's Board of Directors and with the
changes to be determined by the Accountant General and the Government
o The maximum amount of the special line of credit will at no time
exceed NIS 1.25 billion and over the period of executing the Run-Off
plan it will not exceed the amounts approved by the Bank of Israel.
o The Bank will not use the special line of credit or other sources for
the purpose of providing new credit.
o The Government is responsible for the repayment of the special line of
credit as from July 1, 2005, on the condition that the interest on the
credit line until the end of the plan shall not exceed the Bank of
o If at the end of the Run-Off plan there remains an unpaid balance of
the special line of credit, the Government will repay the balance to
Bank of Israel by July 31, 2008. In exchange for its repayment of the
credit balance, the collateral that was provided by the Bank for
repayment of the credit line will be assigned to the Government.
We are presently operating under the terms of the "Run-Off" plan.
Following the approval by the government of Israel of the extension of the
"Run-Off" plan, the Governor of the Bank of Israel notified us, in his letter of
October 30, 2005, of his decision to extend the special line of credit granted
to us by the Bank of Israel until July 31, 2008, and of the new terms that will
apply to the credit line. The terms of the special line of credit impose
significant restrictive operating covenants on us. The main terms of the special
line of credit, as they presently apply, and the main restrictions thereunder
are as follows:
o The credit line will be in effect until no later than July 31, 2008.
o The maximum amount of the credit line will at no time exceed NIS
1.25 billion and it will decline gradually in accordance with a forecast
that was attached to the notice of the Governor of the Bank of Israel
regarding extension of the line until July 31, 2008.
o The Bank will be allowed to continue to use the credit line in order
to meet the liquidity needs it has for fulfilling its current banking
o The interest on the utilized credit will be the Bank of Israel Rate.
o Any significant administrative expense that deviates from the Bank's
ordinary course of business and has an effect on its business results will
require the approval of the Bank of Israel.
o Limitations were set on the Bank's volume of activity with respect
to making and pledging deposits with banks.
In the letter of the Governor of the Bank of Israel dated October 30, 2005
it was noted that if the Bank of Israel should see fit, and to the extent
required at its sole discretion, additional restrictions regarding the Bank's
operations in addition to those specified in the aforementioned letter will be
considered, whether or not as a result of non-conformity with the objectives of
the "Run-Off" plan.
The outstanding balance of the special line of credit from the Bank of
Israel, not including interest accrued but not yet charged, was NIS 2.12 billion
as of December 31, 2003, NIS 1.389 billion as of December 31, 2004, NIS 1.028
billion as of December 31, 2005 and NIS 914 million as of May 31, 2006.
In his letter dated January 29, 2006 we were notified by the Governor of
the Bank of Israel as follows:
o The banking license that we received on June 4, 1989 will be
restricted so that we cannot engage in any business we did not engage
in prior to the date of the license (until the date of the license we
engaged in financing investments) and without derogating from the
generality of the aforementioned, we will not receive new deposits and
will not renew deposits reaching their current date of maturity, other
than from shareholders.
o Our banking license will be revoked as of August 1, 2008.
CURRENT OPERATIONS UNDER THE RUN-OFF PLAN
We have petitioned the Bank of Israel to reimburse us for certain interest
payments that we previously made. Prior to the amendment of the special line of
credit on September 1, 2003 (in connection with the adoption and approval of the
run-off plan), the interest rate on the amounts outstanding on the credit we
drew from the Bank of Israel was (a) the Bank of Israel Rate plus 5% from August
2002 to November 13, 2002 and (b) the Bank of Israel Rate plus 3% from November
13, 2002 to July 29, 2003. Additionally, we paid a high interest rate on
liquidity deficits that occurred from time to time in our account with the Bank
of Israel. As amended, the special line of credit has an interest rate on
outstanding amounts equal to the Bank of Israel Rate. We have requested that the
Bank of Israel reimburse us for the difference between the amount of interest
that we paid at the previous interest rates between August 2002 and July 2003
and the amount of interest that we would have paid at the new interest rate
(Bank of Israel Rate) during the same time period. The total amount that we have
requested to be reimbursed, with interest thereon, as of December 31, 2005 is
NIS 72 million. Despite the fact that our previous requests in this matter have
been denied by the Governor of the Bank of Israel, we continue to claim the
As a result of our considerable efforts to collect existing loans, we have
significantly reduced the aggregate amount of our outstanding loans to the
public. This balance (not including a loan to the Israel Electric Corporation
Ltd. guaranteed by the State of Israel and granted out of a deposit that the
State of Israel has deposited with us for that purpose), which at December 31,
2001 amounted to NIS 5,238 million, was reduced to NIS 3,984 million at December
31, 2002, to NIS 2,784 million at December 31, 2003, to NIS 1,826 million at
December 31, 2004 and to NIS 1,276 million at December 31, 2005. Even when we
take into consideration the allowances for doubtful debts provided for during
this period (and which are deducted from the amount of our outstanding loans),
this still represents a collection of considerable loan amounts.
As part of the implementation of the run-off plan, we have almost
completely discontinued or completely discontinued the following activities: our
foreign currency and foreign trade activity, operating a foreign exchange
dealing room (for customers), operating current accounts and securities
accounts, execution of Government grants through the "Approved Enterprise"
status system, independently operating teller and clearing facilities and
issuing credit cards.
Following the liquidity crisis that we experienced in the third quarter of
2002 and the implementation of our run-off plan, we are presently able to borrow
only by drawing on the special line of credit extended to us by the Bank of
Israel. The special line of credit is available to us only in shekels at a
variable rate of interest equal to the Bank of Israel Rate and for a period
expiring on July 31, 2008. We are, therefore, unable to maintain a balance in
currency and linkage bases, in maturities and in interest rates, with respect to
our assets and liabilities.
In order to reduce our exposure to the risks resulting from these
circumstances, we are carrying out swap transactions with other banks and with
the Bank of Israel.
For further discussion of our risk management, see "Item 11-Quantitative
and Qualitative Disclosures About Market Risk" below.
The reduction in our operations was accompanied by a reduction in our
staff. The number of employees, which as of January 1, 2002 was 170, was reduced
to 79 by December 31, 2003, and was further reduced to 53 by December 31, 2005.
In addition to the significant reduction in payroll expenses because of the
reduction in the number of employees and the salary reductions that were
implemented at the beginning of 2003, we also took steps to significantly reduce
operating costs. We relocated to new offices in September 2003. The new office
space is two-thirds smaller than the previous office space that we rented and
the rent per square meter of the new office space is significantly lower than
the rent we had been paying. We have also outsourced our computer services in
order to reduce our computer expenses. We maintain close and continuous contacts
with the Bank of Israel and the Government of Israel. In accordance with the
run-off plan, the efficiency plan and the limitation imposed on our banking
license, we will refrain from extending new loans to customers and our
activities will concentrate on collection of the existing loan portfolio. Our
policy is to act diligently in all matters relating to collection of problematic
debts, and in connection with such policy, we have incurred significant
collection costs and legal fees.
Since the Governor of the Bank of Israel has announced that our bank
license will expire on August 1, 2008, we will cease on that date to operate as
a banking entity. We expect that the Government of Israel will ultimately decide
what our status will be upon expiration of the run-off period. We do not know
when the Government of Israel will make a definitive decision with respect to
our status after the expiration of the run-off period. We note, however, that
our status at the expiration of the run-off period is uncertain and that we may
cease operations at that time. The financial statements do not contain any
changes in the value and classification of assets and liabilities that may be
needed when we cease to operate as a banking entity.
AVERAGE BALANCE SHEETS AND INTEREST RATES
The following tables show our average balance sheets and interest rates for the
three years ending on December 31, 2005, 2004 and 2003