SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)
OPTIBASE LTD.
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
M7524R108
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(CUSIP Number)
Linda C. Williams, Esq.
Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, CA 94105
Telephone: (415) 983-7334
-------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 2002
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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
240.13d-7 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 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 (the "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 7 Pages
1. NAMES OF REPORTING PERSONS: JOHN KROOSS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Not applicable
(entities only):
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/_/
(b)/X/
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3. SEC USE ONLY
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OO
4. SOURCE OF FUNDS:
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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U.S. CITIZEN
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
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693,438
7. SOLE VOTING POWER:
NUMBER OF
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SHARES 8. SHARED VOTING POWER:
BENEFICIALLY
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OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 693,438
REPORTING
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PERSON WITH 10. SHARED DISPOSITIVE POWER:
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693,438
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /_/
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5.5%
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
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14. TYPE OF REPORTING PERSON: IN
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Page 2 of 7 Pages
ITEM 1. Security and Issuer.
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This Statement relates to ordinary shares, par value NIS 0.13 per
share ("Ordinary Shares"), of Optibase Ltd. (the "Issuer"). The
address of the Issuer's principal executive offices is 7 Shenkar
St., P.O. Box 2170, Herzliya, 46210 Israel.
ITEM 2. Identity and Background.
-----------------------
This Statement is being filed by John Krooss, an individual ("John
Krooss" or "Mr. Krooss"). His residential address is 2868 Vallejo
Street, San Francisco, California 94123. Mr. Krooss is self
employed. Mr. Krooss is a citizen of the United States of America.
During the past five years, Mr. Krooss has not been (i) convicted in
any criminal proceeding; or (ii) been party to any civil proceeding
of a judicial or administrative body of competent jurisdiction as a
result of which Mr. Krooss was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
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This Amendment No. 2 to the Schedule 13D is being filed to clarify
the number of Ordinary Shares of Issuer which are attributable to
Mr. Krooss and the number of Ordinary Shares for which Mr. Krooss
disclaims beneficial ownership.
Pursuant to the Agreement and Plan of Reorganization, dated as of
December 4, 2000 (the "Merger Agreement"), by and among Issuer,
Vodka Acquisition Corp. ("Sub"), a Delaware corporation and a
wholly-owned subsidiary of Optibase Inc., which in turn is a
wholly-owned subsidiary of Issuer, Viewgraphics Incorporated, a
California S corporation (the "Company"), John Krooss and the Krooss
2000 Children's Trust, a California trust for the benefit of the
John Krooss' children, of which Anne Libbin is trustee (the
"Children's Trusts"), the Sub was merged with and into the Company,
the separate corporate existence of Sub ceased and the Company
continues as the surviving corporation and as a wholly-owned
subsidiary of Optibase Inc. (the "Merger"). On December 4, 2000, as
a result of the Merger, Mr. Krooss received a total of 302,378
Ordinary Shares. In addition, 1,036,421 Ordinary Shares were placed
in escrow, which Mr. Krooss could vote, but were subject to the
terms of the Escrow Agreement, dated as of December 4, 2000, as
amended March 27, 2001, by and among Issuer, John Krooss, the
Company and American Stock Transfer & Trust Company, as escrow agent
and transfer agent (the "Escrow Agreement"). Of the 1,036,421
Ordinary Shares placed in escrow, 104,968 shares were attributable
to the Children's Trusts, an aggregate of 289,108 Ordinary Shares
were attributable to former shareholders of the Company (the "Former
Shareholders") and 642,345 shares were attributable to Mr. Krooss.
Mr. Krooss disclaims beneficial ownership of the 394,076 Ordinary
Page 3 of 7 Pages
Shares placed in escrow for the benefit of the Children's Trusts and
the Former Shareholders.
On January 15, 2002, in settlement of Merger related claims under
the Escrow Agreement, Mr. Krooss forfeited his contingent right to
receive 251,285 Ordinary Shares and 322,857 Ordinary Shares were
released from escrow to Mr. Krooss. The Ordinary Shares held in
escrow for the benefit of the Children's Trusts and the Former
Shareholders were either forfeited in settlement of Merger related
claims under the Escrow Agreement or released to the Children's
Trusts and the Former Shareholders pursuant to the terms of the
Escrow Agreement. Mr. Krooss disclaims beneficial ownership of the
Ordinary Shares received by the Children's Trusts and the Ordinary
Shares received by the Former Shareholders. 68,203 Ordinary Shares
remain in escrow, which Mr. Krooss can vote, but are subject to the
terms of the Escrow Agreement.
Mr. Krooss is a Director of the Issuer.
ITEM 4. Purpose of the Transaction.
--------------------------
Mr. Krooss will hold the Ordinary Shares as an investment. In
addition to the provisions of the Escrow Agreement, the Ordinary
Shares were issued pursuant to an exemption under the Securities Act
of 1933, and therefore are subject to restrictions on public resale
absent registration. Depending on Mr. Krooss' evaluation of market
conditions, market price, alternative investment opportunities,
liquidity needs and other factors, Mr. Krooss will from time to time
explore opportunities for liquidating all or a portion of the
Ordinary Shares, subject to the limitations described above, through
one or more sales pursuant to public or private offerings or
otherwise. In such event, Mr. Krooss may determine to retain some
portion of the Ordinary Shares as an investment.
ITEM 5. Interest in Securities of the Issuer.
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The information contained in Item 4 is incorporated herein by this
reference.
(a) Number of Shares Beneficially Owned: See Item 4
Right to Acquire:
Percent of Class:
(b) Sole Power to Vote, Direct the Vote of, See Item 4
or Dispose of Shares:
(c) Recent Transactions: Not applicable
Page 4 of 7 Pages
(d) Rights with Respect to Dividends or Not applicable
Sales Proceeds:
(e) Date of Cessation of Five Percent Not applicable
Beneficial Ownership:
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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The information contained in Item 4 is incorporated herein by
reference. Exhibits 1 and 2 set forth in the Merger Agreement and
the Escrow Agreement.
ITEM 7. Materials to be Filed as Exhibits.
---------------------------------
Exhibit 1* Agreement and Plan of Reorganization
Exhibit 2* Escrow Agreement
*Previously filed
Page 5 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated as of March 15, 2002
/s/ John R. Krooss
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JOHN R. KROOSS
Page 6 of 7 Pages
EXHIBIT INDEX
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Exhibit No. Document
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Exhibit 1* Agreement and Plan of Reorganization, dated as of December 4, 2000
Exhibit 2* Escrow Agreement, dated as of December 4, 2000
*Previously filed
Page 7 of 7 Pages