Grofit Civil Engineering, Inc.
Proposed Ticker:GCE
Exchange:American Stock Exchange ISRAL
Industry:Construction (SIC Code 1521)
# of Employees:50

Filing Information
Type of Shares:Common Shares Filing Date:4/22/97
U.S. Shares Filed:1,500,000 Filing Range:$6.00 - $7.00
Non-U.S. Shares Filed:0 Offering Amount: $9,750,000
Primary Shares:1,500,000 Expenses: -
Secondary Shares:0 Shares Out After:7,650,000

Primary Underwriting Group
ManagerTierPhone
National Securities Corp.Lead Manager (800) 800-9217

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Parker Chapin Flattau & Klimpl
Bank's Law Firm: Sugar, Friedberg & Felsenthal
Auditor: Shachak Peer Rezick & Co.
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$31.56Assets:$16.87
Net Income:$1.85Curr Assets:$15.50
EPS:$0.30Liabilities:$7.56
Prior EPS:$0.27Curr Liabilities:$7.13
Cash Flow/Oper:-$0.93Equity:$9.31
Cash Flow/Fin:-$0.34Cash:$2.29
Cash Flow/Inv:$3.29Working Cap:$8.36

Business Description
The company is engaged primarily in the design, development, construction and marketing of residential properties in Israel. With demand for new housing in Israel having increased in the 1990s, due to dramatic increases in immigration, standards of living and purchasing power, the company shited its focus from public works projects to residential construction, an activity with higher profit margins. The company has completed and sold 551 residential units since 1992, and has approximately 495 units in various stages of planning and constuction. The company expects to complete construction of 190 of these units during the first half of 1997 and as of June 1, 1997 has sold 183 of these units. In 1996, the percentage of the company's revenues derived from residential projects was 84%.

Competition
The real estate industry in Israel is highly competitive, with builders competing for customers, desirable properties and financing. The company competes with numerous other firms, ranging from regional and national firms to small local companies. In addition, the company competes with resales of existing residential properties by individuals, financial institutions and others. As most land in Israel is owned by the Israeli Government, the company's projects will be obtained primarily through a public projects with the various governmental authorities. The company competes with many construction companies for project bids. These companies range from small companies to major corporations that construct several thousand units annually. Several of the company's competitors have longer operating histories and greater resources than the company. There can be no assurance that the company will be successful in winning projects for which it submits bids or otherwise be successful in competing in the Israeli real estate industry.

Business Plan
The company's business strategy includes the following key elements: (I) Affordable Housing and Value Pricing, (ii) Site Selection Policies, (iii) Site Selection Policies, (iv) Use of Equity Financing, (v) Joint Ventures, (vi) Use of General Contractors and (vii) Commitment to Quality and Customer Service.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including project and tender financing; joint venture projects and working capital.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Yisaschar Rachelevski55.40%46.30%
Grofit Holdings Ltd.19.60%16.40%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Yisaschar RachelevskiChairman of the Board and Director61
Amir RachelevskiChief Executive Officer and Director34
Yitzhak ReuvenChief Operating Officer42
Iris ReuvenPresident, Chief Financial Officer and Director40

Additional Underwriter Compensation
Warrant to purchase 150,000 shares/units at $10.00 per share/unit.
Exercise price of $8.40 for 4 year(s), 1 year(s) from .

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