PUBLICIS-ARIELY LTD 5
5 · PUBLICIS-ARIELY LTD · Filed Feb 12, 1999
Insider Transaction Report
Form 5
No transactions or holdings reported in this filing.
Footnotes (14)
- [1]This Form 5 is being filed jointly pursuant to Instruction 4(b)(v) by Publicis S.A. ("Parent"), a societe anonyme organized under the laws of the Republic of France, and by Publicis Worldwide, B.V., a besolten Vennootschap organized under the laws of the Kingdom of the Netherlands and a wholly-owned subsidiary of Parent ("Publicis Worldwide" and collectively with Parent, "Publicis"). The address of Publicis Worldwide is Beethovenstraat 198, Amsterdam, Netherlands.
- [10]All of the Ordinary Shares and Options to which this Form 5 relates are held in the name of Publicis Worldwide or in the name of a bank, broker or nominee for the account of Publicis Worldwide, and thus pursuant to Instruction 4(b)(ii), all these Ordinary Shares and Options are directly beneficially owned by Publicis Worldwide. Since Publicis Worldwide is a wholly-owned subsidiary of Parent, Parent indirectly beneficially owns all of the same Ordinary Shares and Options.
- [11]Although Publicis inadvertently failed to file a Form 3 with respect to this transaction, Publicis fully disclosed the transaction on its Schedule 13D filed with the Commission on September 26, 1997. As more fully set forth in the Schedule 13D, pursuant to the Acquisition Agreement and in connection with (a) Publicis's purchase of the certain Ordinary Shares of the Company from certain of its shareholders, and (b) Publicis's entering into a business alliance with the Company pursuant to the same agreement, the Company granted to Publicis the Options described in this Form 5. , the Company granted the Options to Publicis in connection with Publicis's entering into the Acquisition Agreement with the Company and certain of its shareholders, pursuant to which agreement Publicis acquired certain Ordinary Shares from the shareholders and formed a business alliance with the Company. The entire cash consideration paid by Publicis pursuant to the Acquisition Agreement was received by the shareholders party thereto and is disclosed in Table 1 of this Form 5 (see note (3) above); neither the Company nor Publicis quantified the non-cash consideration provided by Publicis pursuant to the Acquisition Agreement nor the portion thereof attributable to the Options granted by the Company to Publicis thereunder.
- [12]The Options to purchase Ordinary Shares are divided into four groups expiring on different dates: 50,000 Options expired on January 10, 1998; 120,000 Options expired on January 10, 1999; 230,000 Options expire on January 10, 2000; and 100,000 Options expire on January 2, 2001.
- [13]As set forth more fully in the Schedule 13D and as described above in Note
- [14]Publicis inadvertently failed to file a Form 4 with respect to these transactions. PUBLICIS S.A. /s/ Maurice Levy 02/11/99 --------------------------------------------- ----------------------- Name: Maurice Levy Date Ttile: President du Directoire PUBLICIS WORLDWIDE B.V. /s/ Jean-Paul Morin 02/11/99 --------------------------------------------- ----------------------- Name: Jean-Paul Morin Date Title: Managing Director ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.
- [2]Publicis-Ariely Ltd. (the "Company") changed its corporate name during the reporting period to which this Form 5 pertains; it was formerly known as Ariely Advertising Ltd. During part of the reporting period to which this Form 5 pertains, the Company's Ordinary Shares, Nominal Value 1.00 NIS (New Israeli Shekels) per share (the "Ordinary Shares"), were traded on the Nasdaq National Market System of the Nasdaq Stock Market, Inc. ("Nasdaq"). When the Ordinary Shares were traded on Nasdaq, they were traded under the symbol "RELEF."
- [3]Although Publicis inadvertently failed to file a Form 3 with respect to this transaction, Publicis fully disclosed the transaction on its Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on September 26, 1997. As more fully set forth in the Schedule 13D, pursuant to an agreement, dated as of July 28, 1997 (the "Acquisition Agreement"), by and among Publicis Worldwide, the Company, and certain of the shareholders of the Company, Publicis agreed to acquire from such shareholders the Ordinary Shares reported in this transaction.
- [4]Although Publicis inadvertently failed to file a Form 4 with respect to these transactions, Publicis fully disclosed all of the transactions on Amendment No. 1 to its Schedule 13D filed with the Commission on January 9, 1998.
- [5]Publicis inadvertently failed to file a Form 5 for the fiscal year of the Company ending on December 31, 1997. Accordingly, pursuant to Instruction 4(a)(i)(C), this Form 5 discloses all transactions that ought to have been reported on either a Form 3 or a Form 4 for either of the Company's last two fiscal years (i.e., the fiscal years ending, respectively, on December 31, 1998 and December 31, 1997). All of the transactions reported on this Form 5, however, were previously fully disclosed on Publicis's Schedule 13D, as amended from time to time.
- [6]Although Publicis inadvertently failed to file a Form 4 with respect to these transactions, Publicis fully disclosed all of the transactions on Amendment No. 2 to its Schedule 13D filed with the Commission on February 9, 1998.
- [7]Although Publicis inadvertently failed to file a Form 4 with respect to these transactions, Publicis fully disclosed all of the transactions on Amendment No. 3 to its Schedule 13D filed with the Commission on February 20, 1998.
- [8]Although Publicis inadvertently failed to file a Form 4 with respect to these transactions, Publicis fully disclosed all of the transactions on Amendment No. 4 to its Schedule 13D filed with the Commission on April 1, 1998.
- [9]Although Publicis inadvertently failed to file a Form 4 with respect to these transactions, Publicis fully disclosed all of the transactions on Amendment No. 5 to its Schedule 13D filed with the Commission on May 28, 1998.