SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)
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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2002
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(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 Section 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.
1. NAMES OF REPORTING PERSONS: JOHN R. KROOSS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Not applicable
(entities only):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. CITIZEN
7. SOLE VOTING POWER: 543,438
NUMBER OF
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 543,438
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 543,438
REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES 0
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 4.4%
(11):
14. TYPE OF REPORTING PERSON: IN
ITEM 1. Security and Issuer.
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.
This Amendment No. 3 to the Schedule 13D is being filed to reflect a
sale of Ordinary Shares and cessation of Mr. Krooss' status as a 5%
holder.
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
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 resigned as 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 or exemption. 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.
The information contained in Item 4 is incorporated herein by
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,
or Dispose of Shares: See Item 4
(c) Recent Transactions: On December 31, 2002, Mr. Krooss sold
150,000 Ordinary Shares in a sale to another shareholder of
the Issuer at the price per share of $1.80.
(d) Rights with Respect to Dividends or
Sales Proceeds: Not applicable
(e) Date of Cessation of Five Percent
Beneficial Ownership: December 31, 2002
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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
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 January 8, 2003
/s/ JOHN R. KROOSS
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JOHN R. KROOSS
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