SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 2-1271
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PEC Israel Economic Corporation
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(Exact name of registrant as specified in its charter)
Maine 13-1143528
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
511 Fifth Avenue, New York, N.Y. 10017
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 687-2400
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Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES X
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NO .
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As of November 13, 1995 there were outstanding 18,758,588 shares of
Common Stock with par value of $1.00 per share.
Page 1 of 14 pages
PART 1 - FINANCIAL INFORMATION
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PEC ISRAEL ECONOMIC CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
---------------------------------------------
For the Nine Months Ended: For the Three Months Ended:
------------------------------ ------------------------------
9/30/95 9/30/94 * 9/30/95 9/30/94 *
Revenues:
Interest and dividends $ 1,615,059 $ 2,753,690 $ 650,023 $ 1,079,749
Equity in net income of Affiliated Companies 18,764,178 21,186,831 7,761,425 9,508,131
Net gain on issuance of shares
by Affiliated Companies --- 6,442,335 --- 54,151
Revenues of General Engineers Limited 4,600,000 4,534,351 1,666,418 1,233,060
Net gain on sales of investments 1,160,669 355,947 608,723 48,356
Change in market value of marketable securities 3,165,157 (1,332,022) 1,040,637 583,886
Other 530,165 406,787 262,603 45,803
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29,835,228 34,347,919 11,989,829 12,553,136
---------- ---------- ---------- ----------
Expenses:
General and administrative 2,459,505 2,114,923 769,300 569,894
Cost of sales and expenses of
General Engineers Limited 4,599,332 4,426,153 1,483,439 1,389,423
---------- ---------- ---------- ----------
7,058,837 6,541,076 2,252,739 1,959,317
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Income before income taxes, loss
from discontinued operations and
cumulative effect of accounting change 22,776,391 27,806,843 9,737,090 10,593,819
Income taxes 4,925,019 2,206,243 597,765 1,050,785
---------- ---------- ---------- ----------
Income before loss from discontinued
operations and cumulative effect
of accounting change 17,851,372 25,600,600 9,139,325 9,543,034
Loss from discontinued operations of
General Engineers Limited, net of income taxes (564,942) (126,120) (163,597) (38,120)
Cumulative effect of change in accounting
for marketable securities, net of income taxes --- 2,472,879 --- ---
---------- ---------- ---------- ----------
Net income $ 17,286,430 $ 27,947,359 $ 8,975,728 $ 9,504,914
========== ========== ========== ==========
Earnings per common share before
loss from discontinued operations and
cumulative effect of change in accounting $0.95 $1.36 $0.49 $0.51
Loss from discontinued operations of General
Engineers Limited, net of income taxes (0.03) --- (0.01) ---
Cumulative effect on earnings per share
for change in accounting for marketable securities,
net of income taxes --- 0.13 --- ---
---------- ---------- ---------- ----------
Earnings per common share $0.92 $1.49 $0.48 $0.51
========== ========== ========== ==========
Number of shares outstanding 18,758,588 18,758,588 18,758,588 18,758,588
Dividend per share None None None None
See notes to consolidated financial statements.
* Restated
Page 2 of 14 Pages
PEC ISRAEL ECONOMIC CORPORATION AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS
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September 30, December 31,
1995 1994
Assets (unaudited)
- ------- ------------- --------------
Cash and cash equivalents $ 31,217,138 $ 20,736,416
Investments 366,891,795 349,623,830
Assets of General Engineers Limited 5,817,696 9,018,224
Other assets 3,918,308 4,312,494
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Total assets $ 407,844,937 $ 383,690,964
============== ==============
Liabilities and Shareholders' Equity
Liabilities:
Liabilities of General Engineers Limited $ 2,538,898 $ 5,262,094
Deferred income taxes 29,143,794 31,702,309
Other liabilities 12,267,967 5,258,196
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Total liabilities 43,950,659 42,222,599
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Shareholders' equity:
Common stock, $1.00 par value 31,952,180 31,952,180
Additional paid-in capital 102,459,118 99,612,887
Unrealized gain on marketable securities, net 4,122,672 2,845,350
Cumulative translation adjustment (12,098,073) (13,114,003)
Retained earnings 250,651,973 233,365,543
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377,087,870 354,661,957
Treasury stock (13,193,592) (13,193,592)
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Total shareholders' equity 363,894,278 341,468,365
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Total liabilities and shareholders' equity $ 407,844,937 $ 383,690,964
============== ==============
See notes to consolidated financial statements.
Page 3 of 14 pages
PEC ISRAEL ECONOMIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
Additional Unrealized Gain Cumulative
Common Paid-in on Marketable Translation Retained Treasury
Stock Capital Securities Adjustment Earnings Stock Total
----------- ------------ ---------------- ------------- ------------ ------------- ------------
Balance, January 1, 1995 $31,952,180 $99,612,887 $2,845,350 ($13,114,003) $233,365,543 ($13,193,592) $341,468,365
Change in market value
for available-for-
sale equity securities,
net of tax --- --- 1,277,322 --- --- --- 1,277,322
Paid-in capital of
Affiliated Companies --- 2,846,231 --- --- --- --- 2,846,231
Change in cumulative
translation adjustment --- --- --- 1,015,930 --- --- 1,015,930
Net income --- --- --- --- 17,286,430 --- 17,286,430
----------- ------------ ---------------- -------------- ------------ ------------- ------------
Balance, September 30, 1995 $31,952,180 $102,459,118 $4,122,672 ($12,098,073) $250,651,973 ($13,193,592) $363,894,278
=========== ============ ================ ============== ============ ============= ============
See notes to consolidated financial statements.
Page 4 of 14 pages
PEC ISRAEL ECONOMIC CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
For the Nine Months Ended:
9/30/95 9/30/94*
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Cash Flows from Operating Activities:
Net income $ 17,286,430 $ 27,947,359
Adjustments to reconcile net income to net cash
used in operating activities:
Cumulative effect of change in
accounting for marketable securities --- (2,472,879)
Change in market value of marketable securities (3,165,157) 1,332,022
Purchase of marketable securities (31,756,217) (14,546,985)
Proceeds from sale of marketable securities 23,756,695 3,427,345
Equity in net income of Affiliated Companies (18,764,178) (21,186,831)
Gain on sales of investments (1,160,669) (355,947)
Loss on investment in partnerships 264,850 233,010
Income of consolidated subsidiaries (532,736) (447,632)
Amortization of premiums on receivables, net 62,580 158,067
Net gain on issuance of shares by Affiliated Companies --- (6,442,335)
Dividends and interest from Affiliated Companies 5,765,753 3,421,682
Decrease (increase) in other assets 727,723 (951,713)
Loss from discontinued operations of General Engineers Limited 564,942 126,120
Provision for deferred income taxes (3,422,862) 840,672
Increase in other liabilities 6,957,575 305,776
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Net cash used in operating activities (3,415,271) (8,612,269)
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Cash Flows from Investing Activities:
Collection of notes receivable and U.S. Government obligations 296,011 10,495,506
Purchase of notes and bonds receivable (14,590,937) (5,771,009)
Proceeds from sale of equity interests 31,925,432 2,399,735
Purchase of equity interests (3,734,513) (19,383,789)
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Net cash provided by (used in) investing activities 13,895,993 (12,259,557)
Net Increase (Decrease) in Cash and Cash Equivalents 10,480,722 (20,871,826)
Cash and Cash Equivalents, beginning of period 20,736,416 42,665,957
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Cash and Cash Equivalents, end of period $ 31,217,138 $ 21,794,131
============== ================
Supplemental Disclosures of Cash Flow Information:
Cash paid during period for income taxes $ 1,754,426 $ 1,045,124
See notes to consolidated statements.
* Restated
Page 5 of 14 pages
PEC ISRAEL ECONOMIC CORPORATION AND SUBSIDIARIES
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Notes to Consolidated Financial Statements
(Unaudited)
1. The December 31, 1994 balance sheet presented herein was derived from
the audited December 31, 1994 consolidated financial statements of the
Company and Subsidiaries.
2. These financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. The financial statements should be read in
conjunction with the audited consolidated financial statements of the
Company and Subsidiaries for the year ended December 31, 1994 for a
description of the significant accounting policies, which have
continued without change, and other footnote information.
3. During the second quarter of 1995, General Engineers Limited (i)
entered into an agreement with a majority owned subsidiary of Discount
Investment Corporation Ltd. for that company to distribute household
appliances made by manufacturers represented by General Engineers and
(ii) sold its service and repair business for household appliances to
an unrelated party. As a result of these transactions, PEC has
restated its results of operations for each of the nine and three
months ended September 30, 1995 and September 30, 1994 to reflect
these discontinued operations of General Engineers. The losses from
discontinued operations for the nine and three month periods ended
September 30, 1995 and 1994 were $564,942, $163,597 and $126,120 and
$38,120 respectively, net of $134,000, $29,900, $4,000 and $9,900
respectively, of income tax benefits.
4. On July 25, 1995, the Company sold to Israel Discount Bank of New York
("IDBNY") all of the Company's nonvoting preferred shares of IDBNY for
approximately $27 million, a price that equalled PEC's carrying value of
those shares. While the sale did not result in a gain for financial
statement purposes, PEC did realize a gain for tax purposes, for which
PEC provided approximately $3 million of additional income taxes during
the second quarter of 1995.
5. All adjustments (recurring in nature) which are, in the opinion of
management, necessary for a fair presentation of the results of the
interim periods have been included. The results of the interim
periods are not necessarily indicative of the results for the full
year.
Page 6 of 14 pages
MANAGEMENT'S DISCUSSION AND ANALYSIS
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OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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RESULTS OF OPERATIONS
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Three Months Ended September 30, 1995 Compared to Three Months
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Ended September 30, 1994.
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Consolidated net income for the three months ended September 30,
1995 was $9.0 million compared to $9.5 million for the three months ended
September 30, 1994. The reduction reflected decreases in equity in net
income of Affiliated Companies and in interest and dividend income. The
reduction attributable to these items was partially offset by increases in
net gain on sales of investments and in the change in the market value of
marketable securities in the third quarter of 1995 and by a decrease in
PEC's provision for income taxes.
Equity in net income of Affiliated Companies for the third
quarter of 1995 was $7.8 million compared to $9.5 million for the
corresponding 1994 period. The reduction reflected losses in respect of
certain Affiliated Companies, particularly Scitex (approximately $2.2
million of losses because of special charges, compared to income of $1.1
million in the corresponding 1994 quarter) and CellCom (approximately $1.8
million of continued start-up losses compared to $460,000 of start-up
losses in the corresponding 1994 quarter), and reduced net income in
respect of some of PEC's other Affiliated Companies, principally Tambour.
This reduction was partially offset by increased net income in respect of
certain other Affiliated Companies, particularly DEP Technology Holdings
Ltd. (the holding company for PEC's interest in RDC, which had a loss in
the corresponding 1994 quarter), and Property & Building.
PEC's interest and dividend income decreased to $650,000 for the
third quarter of 1995 compared to $1.1 million for the corresponding 1994
period. PEC did not recognize any dividend income on its nonvoting
preferred shares of Israel Discount Bank of New York ("IDBNY") during the
third quarter of 1995 because it sold such shares to IDBNY at the end of
July 1995, while PEC recognized dividend income on these shares during the
third quarter of 1994. PEC received the proceeds of the sale at the end of
July 1995 and the interest income earned on these proceeds during the last
two months of the third quarter of 1995 was less than PEC's dividend income
on these shares during the corresponding 1994 quarter.
The net gain on sales of investments for the third
Page 7 of 14 pages
quarter of 1995 of $609,000 resulted from PEC's sale of marketable bonds of
the U.S. Government and marketable securities of U.S. companies while PEC's
net gain on sales of investments for the corresponding 1994 period of
$48,000 resulted from PEC's sale of marketable securities of U.S.
companies. PEC's other income for the three months ended September 30,
1995 increased to $263,000 from $46,000 for the corresponding 1994 period.
PEC's other income in the third quarter of 1994 included a loss of $193,000
with respect to PEC's interest in a limited partnership which PEC sold in
January 1995.
As described in Note 2 of the Notes to the Consolidated Financial
Statements for the year ended December 31, 1994 (the "1994 Notes"), PEC
reports debt and equity securities, other than equity securities accounted
for under the equity method, at fair value with unrealized gains and losses
from those securities which are classified as "trading securities" included
in net income and unrealized gains and losses from those securities which
are classified as "available-for-sale securities" reported as a separate
component of shareholders' equity. The market value of "trading
securities" increased by $1.0 million for the three months ended September
30, 1995 compared to an increase of $584,000 for the corresponding 1994
period.
General Engineers' income from continuing operations, before
income taxes, increased to $183,000 in the third quarter of 1995, from a
loss from continuing operations, before income tax benefit, of $156,000, in
the corresponding 1994 quarter.
General and administrative expenses for the three months ended
September 30, 1995 increased compared to the corresponding 1994 quarter
principally due to an increased provision for employee retirement expenses.
As discussed in Note 2 of the 1994 Notes, PEC does not provide
deferred income taxes with respect to undistributed earnings of, and gains
on issuances of shares by, Majority-Owned Affiliated Companies. PEC's
provision for income taxes decreased to $598,000 for the third quarter of
1995 from $1.1 million for the corresponding 1994 quarter because of the
decrease in income before income taxes, loss from discontinued operations
and cumulative effect of accounting change for the third quarter of 1995
compared to the corresponding 1994 quarter and because of an increase in
the third quarter of 1995 in the proportion of income from undistributed
earnings of Majority-Owned Affiliated Companies.
As discussed in Note 3 to the consolidated financial statements
for the three months and nine months ended
Page 8 of 14 pages
September 30, 1995 (the "September 1995 Notes"), for the third quarter of
1995, General Engineers incurred a loss of $164,000, net of income tax
benefit, in respect of discontinued operations compared to a loss of
$38,000, net of income tax benefit, in respect of discontinued operations
for the third quarter of 1994.
Nine Months Ended September 30, 1995 Compared to Nine Months Ended
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September 30, 1994.
- -------------------
Consolidated net income for the nine months ended September 30,
1995 was $17.3 million compared to $27.9 million for the nine months ended
September 30, 1994. The reduction reflected the absence in the first nine
months of 1995 of any net gain on issuance of shares by Affiliated
Companies ($6.4 million for the first nine months of 1994), an increase of
$2.7 million in the provision for income taxes, a decrease of $2.4 million
in equity in net income of Affiliated Companies and a decrease of $1.1
million in interest and dividend income. The decrease also reflected the
effect of PEC's adoption of Statement of Financial Accounting Standards No.
115 "Accounting for Certain Investments in Debt and Equity Securities"
effective January 1, 1994 which increased consolidated net income in the
first nine months of 1994 by a cumulative effect adjustment of $2.5
million, net of taxes. The decrease attributable to these items was
partially offset by an increase of $3.2 million in the market value of
marketable securities (compared to a loss of $1.3 million for the
corresponding 1994 period) and by an increase of $805,000 in net gain on
sales of investments.
Equity in net income of Affiliated Companies for the nine months
ended September 30, 1995 was $18.8 million compared to $21.2 million for
the nine months ended September 30, 1994. The reduction reflected losses
in respect of certain of PEC's Affiliated Companies, particularly CellCom
(approximately $5.1 million of continued start-up losses compared to
$460,000 of start-up losses in the corresponding 1994 period), and Scitex
(approximately $1.2 million of losses because of special charges, compared
to $2.9 million of income in the corresponding 1994 period). This decrease
was partially offset by increased net income in respect of certain other
Affiliated Companies, particularly DEP Technology Holdings Ltd. and Tel-Ad
(each of which had a loss in the corresponding 1994 period) as well as
Property & Building, DIC & PEC Cable TV Ltd. and Super-Sol.
PEC did not realize any net gain on issuance of shares by
Affiliated Companies for the nine months ended September 30, 1995 while it
realized a $6.4 million gain for the corresponding 1994 period, of which
$5.9 million resulted from the exercise by
Page 9 of 14 pages
option holders of options to purchase ordinary shares of Tambour and
$528,000 resulted from Lego's initial public offering of ordinary shares in
Israel in January 1994.
PEC's interest and dividend income decreased to $1.6 million for
the nine months ended September 30, 1995 from $2.8 million for the nine
months ended September 30, 1994 primarily because PEC did not recognize any
dividend income on its shares of IDBNY during the first nine months of
1995.
The net gain on sales of investments for the nine months ended
September 30, 1995 of $1.2 million resulted from PEC's sale of marketable
bonds of the U.S. Government and marketable securities of U.S. companies
while its net gain on sales of investments for the corresponding 1994
period of $356,000 resulted from PEC's sale of a small portion of the
shares of Maxima and its sale of marketable securities of U.S. companies,
which was partially offset by losses on the sale of marketable bonds of the
U.S. Government and of a U.S. Government sponsored corporation.
General and administrative expenses for the nine months ended
September 30, 1995 increased compared to the corresponding 1994 period due
in part to an increased provision for employee retirement expenses.
The provision for income taxes for the first nine months of 1995
increased to $4.9 million from $2.2 million for the corresponding 1994
period. This increase was attributable primarily to the provision of $3.0
million of additional income taxes arising from PEC's sale of its IDBNY
shares, which sale did not result in a gain for financial statement
purposes.
As discussed in Note 3 to the September 1995 Notes, for the first
nine months of 1995 General Engineers incurred a loss of $565,000, net of
income tax benefit, in respect of discontinued operations compared to a
loss of $126,000, net of income tax benefit, in respect of discontinued
operations for the first nine months of 1994.
SHAREHOLDERS' EQUITY
- --------------------
As a result of increases in the market value of "available-for-
sale securities" since January 1, 1995, the unrealized gain, net of taxes,
from those securities that was included in shareholders' equity as of
September 30, 1995 was approximately $4.1 million compared to $2.8 million,
net of taxes, as of December 31, 1994.
Page 10 of 14 pages
As discussed in Note 2 of the 1994 Notes, translation differences
are reflected in shareholders' equity as a "Cumulative Translation
Adjustment". The exchange rate between the New Israel Shekel and the U.S.
dollar as of September 30, 1995 was not significantly different from the
exchange rate as of January 1, 1995. As of September 30, 1995, the
Cumulative Translation Adjustment reduced shareholders' equity by $12.1
million compared to a reduction of $13.1 million at the end of 1994.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of September 30, 1995, PEC's liquid assets (consisting of cash,
money market funds, short-term bank deposits, marketable securities of U.S.
companies and marketable bonds) totaled approximately $60.1 million. On
the basis of PEC's operations during the first nine months of 1995, PEC
will pay in December 1995 U.S. income taxes of approximately $6.4 million,
which amount has been expensed previously and is reflected in other
liabilities on PEC's consolidated balance sheet as of September 30, 1995.
For the nine months ended September 30, 1995 PEC received cash
dividends and interest totaling $7.4 million (including $5.8 million of
cash dividends received from Affiliated Companies) which substantially
exceeded PEC's general and administrative expenses. During the nine months
ended September 30, 1995 PEC received a total of $56 million of additional
funds, of which $27 million was generated from PEC's sale of the shares of
IDBNY, $23.8 million from the sale of securities, $5 million from the sale
of a limited partnership interest and $296,000 from the collection of
loans. During the same period, PEC purchased equity securities of several
Affiliated Companies for approximately $3.7 million, of which (i)
approximately $1.3 million was for the purchase in September 1995 of a 5%
equity interest in VocalTec Ltd., a communications company which has
developed a personal computer-based real-time voice communication system
over the Internet software network, which system VocalTec has named the
Internet Phone, and (ii) approximately $1.2 million was for additional
capital contributions to Renaissance Fund LDC, reducing PEC's obligation to
make additional capital contributions to Renaissance to $1.6 million.
During the first nine months of 1995, PEC purchased marketable securities
of the U.S. Government and of U.S. companies for approximately $31.8
million and purchased notes and bonds receivable for approximately $14.6
million, of which $13.2 million was for the purchase of capital notes of
CellCom and $740,000 was for the purchase of capital notes of DEP
Technology Holdings Ltd.
Page 11 of 14 pages
In October 1995, Gilat Satellite Networks Ltd. sold 1,685,000 of its
ordinary shares in a public offering in the United States for $25.00 per
share (before underwriting discounts and commissions). As a result of such
sale, PEC will recognize a net gain on issuance of shares by Affiliated
Companies of approximately $2 million in the fourth quarter of 1995. In
addition, PEC sold 75,000 of its ordinary shares of Gilat Satellite in the
public offering for the same price per share and, as a result, will realize
a gain of approximately $1.4 million, before income taxes, in the fourth
quarter of 1995. As a result of the public offering and PEC's sale of
ordinary shares of Gilat Satellite, PEC's equity interest in Gilat
Satellite was reduced from 9.8% to 7.4%.
Page 12 of 14 pages
PART II - OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
Exhibit 27 Financial Data Schedule, which is page 14 of this
report.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: November 13, 1995 PEC ISRAEL ECONOMIC CORPORATION
-------------------------------
(Registrant)
/s/ James I. Edelson
-------------------------------
James I. Edelson
Executive Vice President
/s/ William Gold
-------------------------------
William Gold
Treasurer, Principal Financial
Officer and Principal
Accounting Officer
Page 13 of 14 pages