Blue Square Israel Ltd.
Ticker: BSI 13 Tfuzot Israel Street
Exchange: New York Stock Exchange Givataim, Foreign 53583
Industry: Retail

Type of Shares:American Depositary Receipts Filing Date:6/13/96
U.S. Shares:4,000,000 Offer Date:7/31/96
Non-U.S. Shares:2,000,000 Filing Range:$13.00 - $15.00
Primary Shares:6,000,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $84,000,000 Selling:$0.36
Expenses:$2,070,000 Reallowance:$0.00
Shares Out After:36,000,000

ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Morgan Stanley & Co. IncorporatedCo-manager (212) 703-4797
Smith Barney Inc.Co-manager (718) 921-8473
UBS Securities Inc.Co-manager (212) 230-4000

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$941.60$297.49$207.12Assets:$542.82
Net Income:$26.61$6.26$3.64Liabilities:$383.03
EPS:$0.89$0.21$0.12Equity:$159.79

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is the largest retail company in Israel. The company through its 142 supermarkets, department stores and specialty stores, sells consumer products that range from food to clothing to housewares. As of March 31, 1996 the Company owned and operated 118 supermarkets under the name Super Co-Op and Hyper Co-Op (two of the most recognized supermarket names in Israel), Super Center, Zil V'Zol and Shefa Mehadrin, and operated 20 full-range Hamashbir Lazarchan department stores (including 18 owned by the Company and two owned by an unaffiliated enterprise and managed by the Company). Hamashbir is the largest department store chain in Israel, with only one other full-range department store chain operating in that country. The Company also operated six smaller Marks & Spencer stores, which carry a line of men's and women's clothing under an exclusive franchise agreement with Marks and Spencer plc of the United Kingdom. In order to complement its full-range department stores and to introduce new retail formats to the Israeli market, the Company is in the process of establishing stand-alone specialty stores and stores-in-stores within its existing department stores.

Use of Proceeds
Proceeds from the proposed offering will be invested in developing or acquiring new stores, renovating existing stores, for funding acquisitions of or investments in businesses which complement the operations of the company and for general corporate purposes.

Last updated: 10/28/96

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