Filed with the Securities and Exchange Commission on August 18, 1994
Registration Statement No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
AMPAL-AMERICAN ISRAEL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-0435685
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1177 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 782-2100
(Address of principal executive offices)
AMPAL-AMERICAN ISRAEL CORPORATION
1993 Stock Option Plan
(Full title of the Plan)
LAWRENCE LEFKOWITZ, PRESIDENT
AMPAL-AMERICAN ISRAEL CORPORATION
1177 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(Name and address of agent for service)
(212) 782-2100
(Telephone number, including area code, of agent for service)
COPY TO:
HERBERT KRONISH, ESQ.
KRONISH, LIEB, WEINER & HELLMAN
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-7798
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- --------- ----------- --------------
Class A Stock,
par value, $1.00 200,000 shares (1) $2,049,521.50 $706.68
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
The aggregate offering price has been computed pursuant to Rule 457(h)
on the basis of (a) $ 8.875 per share, the average of the high and
low prices reported on the American Stock Exchange Composite Tape on
August 17 , 1994 in the case of 65,100 shares that remain available
for options that have not yet been granted under the Plan, and (b) the
exercise price of $10.91 per share in the case of 134,900 shares subject
to options granted under the Plan.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Ampal-American
Israel Corporation ("Ampal" or the "Company") with the Securities and
Exchange Commission (the "SEC"), are incorporated by reference in this
Registration Statement as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1994 and June 30, 1994.
(c) The description of the Company's capital stock contained in the
latest registration statement of the Company under the
Securities Exchange Act of 1934, as amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities registered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Herbert Kronish, a partner in the law firm of Kronish, Lieb, Weiner &
Hellman, Counsel to the Company, has been nominated by the Company's Board
of Directors as a nominee for election as a director at the Company's
Annual Meeting of Shareholders, expected to take place on September 22,
1994.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Ampal's Certificate of Incorporation provides that the personal
liability of the directors of Ampal shall be limited to the fullest extent
permitted by law including limitations contained in the provisions of
paragraph (b) of Section 402 of the Business Corporation Law of the State
of New York (the "BCL"), as amended from time to time. Ampal's By-laws
contain a provision requiring indemnification of Ampal's directors and
officers to the fullest extent authorized by the laws and statutes of the
State of New York. The By-laws require Ampal to indemnify any person by
reason of the fact that such person, his testator or intestate is or was a
director or officer of Ampal against any reasonable expenses (including
attorneys' fees), actually and necessarily incurred by him in connection
with any action or proceeding (or any appeal therein) brought (or
threatened to be brought) by third parties except if such person breached
his duty to Ampal. The By-laws require Ampal to indemnify any person by
reason of the fact that such person, his testator or intestate is or was a
director or officer of Ampal against any and all judgments, fines, amounts
paid in settlement, and reasonable expenses (including attorney's fees)
actually and necessarily incurred by him in connection with any action or
proceeding (or any appeal therein) brought (or threatened to be brought)
by third parties including, without limitation, one by or in the right of
any other corporation which such person served in any capacity at the
request of Ampal, if such person acted in good faith, for a purpose which
he believed to be in the best interests of Ampal, and in criminal actions
or proceedings in which he had no reasonable cause to believe that his
conduct was unlawful. Ampal's By-laws further provide that
indemnification for expenses as described above may be paid in advance of
the final disposition of such action or proceeding in the manner
authorized by the laws and statutes of the State of New York subject to
repayment by the person, his testator or intestate, to the extent such
advances exceed the indemnification to which such person is entitled or if
such person is ultimately found not entitled to indemnification under the
laws and statutes of the State of New York. Reference is made to sections
721 through 726 inclusive of the BCL which deal with indemnification of
directors and officers in their capacity as such.
Effective January 29, 1994, Ampal purchased a directors and officers
liability policy in the amount of $5,000,000 and excess directors and
officers liability policies in the amounts of $3,000,000 and $2,000,000,
respectively. Each policy expires on January 29, 1995 and provides
coverage (subject to certain exclusions and retentions) to all of the
officers and directors of Ampal and those subsidiaries of which Ampal owns
more than 50% of the outstanding stock.
-2-
<PAGE>
ITEM 8. EXHIBITS.
<TABLE><CAPTION>
EXHIBIT
NO. DESCRIPTION
----- -----------------------------------------------------------------------
<S> <C>
4.1 --Ampal-American Israel Corporation's Stock Option Plan (filed as Exhibit
10.3 to Pre-Effective Amendment No. 1 to Registration Statement No. 33-51023
and incorporated herein by reference).
4.2 --Amendment dated as of March 23, 1994 to Ampal-American Israel Corporation's
1993 Stock Option Plan (filed as Exhibit 10h to Form 10-K for the fiscal year
ended December 31, 1993 and incorporated herein by reference. File No. 0-538).
4.3 --Form of Indenture dated as of June 6, 1980 (filed as Exhibit 13a to
Registration Statement No. 2-68234 and incorporated herein by
reference).
4.4 --Form of Indenture dated as of April 1, 1982 (filed as Exhibit 4a to
Registration Statement No. 2-77263 and incorporated herein by
reference).
4.5 --Form of Indenture dated as of November 1, 1984 (filed as Exhibit 4a
to Registration Statement No. 2-88582 and incorporated herein by
reference).
4.6 --Form of Indenture dated as of May 1, 1986 (filed as Exhibit 4a to
Pre-Effective Amendment No. 1 to Registration Statement No. 33-5578
and incorporated herein by reference).
4.7 --Warrant Agreement between Ampal-American Israel Corporation and
Chemical Bank, dated as of February 1, 1994 (filed as Exhibit 10e
to Form 10-K for the fiscal year ended December 31, 1993 and
incorporated herein by reference. File No. 0-538).
4.8 --Restated Certificate of Incorporation of the Registrant dated
December 23, 1982 (filed as Exhibit 3t to Registration Statement No.
2-81156 and incorporated herein by reference).
4.9 --Certificate of Amendment of the Certificate of Incorporation of the
Registrant dated March 17, 1983 (filed as Exhibit 3r to Form 10-K for
the fiscal year ended December 31, 1982 and incorporated herein by
reference. File No. 0-538).
4.10 --Certificate of Amendment of the Certificate of Incorporation of the
Registrant dated July 26, 1988 (filed as Exhibit 3c to Form 10-K for
the fiscal year ended December 31, 1988 and incorporated herein by
reference. File No. 0-538).
4.11 --By-Laws of the Registrant, as amended (filed as Exhibit 3d to Form
10-K for fiscal year ended December 31, 1992 and incorporated herein
by reference. File No. 0-538).
5 --Opinion of Kronish, Lieb, Weiner & Hellman.
23.1 --The Consent of Kronish, Lieb, Weiner & Hellman is contained in its
opinion filed as Exhibit 5 hereto.
23.2 --Consent of Arthur Andersen & Co.
23.3 --Consent of Somekh Chaiken.
23.4 --Consent of Igal Brightman & Co.
23.5 --Consent of Cohen, Eyal, Yehoshua & Co.
23.6 --Consent of Fahn, Kanne & Co.
23.7 --Consent of Shlomo Ziv & Co.
23.8 --Consent of H.H.S.L. Haft & Haft & Co.
23.9 --Consent of Fahn, Kanne & Co.
23.10 --Consent of Cohen, Eyal, Yehoshua & Co.
23.11 --Consent of Morris Brankin & Co.
23.12 --Consent of Ronel Stettner & Co.
23.13 --Consent of Kost Levary and Forer
</TABLE>
-3-
<PAGE>
EXHIBIT
NO. DESCRIPTION
----- -----------------------------------------------------------------
23.14 --Consent of Porat & Co.
23.15 --Consent of Cohen, Eyal, Yehoshua & Co.
23.16 --Consent of Ernst & Young International.
23.17 --Consent of Kost Levary and Forer
23.18 --Consent of Haggai Wallenstein & Co.
23.19 --Consent of Kesselman & Kesselman.
23.20 --Consent of Braude & Co.
23.21 --Consent of Shlomo Ziv & Co.
23.22 --Consent of Reuveni, Hartuv, Tepper & Co.
23.23 --Consent of Dov Kahana & Co.
23.24 --Consent of Dov Kahana & Co.
23.25 --Consent of Reuveni, Hartuv, Tepper & Co.
23.26 --Consent of Almagor & Co.
24.1 --Powers of Attorney.
-4-
<PAGE>
ITEM 9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act") may be permitted
to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
-----------------
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
---------
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
---------
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on
August 18, 1994.
AMPAL-AMERICAN ISRAEL CORPORATION
(registrant)
By: /s/LAWRENCE LEFKOWITZ
------------------------------
Lawrence Lefkowitz
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the following capacities on August 18, 1994.
Name Title
---- -----
/s/ LAWRENCE LEFKOWITZ President, Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
Lawrence Lefkowitz
/s/ ALAN L. SCHAFFER Vice President--Finance and Treasurer
- ------------------------------ (Principal Financial Officer)
Alan L. Schaffer
/s/ ALLA KANTER Controller
- ------------------------------ (Principal Accounting Officer)
Alla Kanter
* Director
- ------------------------------
Michael Arnon
* Director
- ------------------------------
Stanley I. Batkin
* Director
- ------------------------------
Yaacov Elinav
Director
- -----------------------------
Harry B. Henshel
* Director
- ----------------------------
Eitan Raff
* Director
- ----------------------------
Shimon Ravid
* Director
- ----------------------------
Shlomo Recht
* Director
- ----------------------------
Leon Riebman
* Director
- ----------------------------
Evelyn Sommer
*By: /s/ LAWRENCE LEFKOWITZ
--------------------------
Lawrence Lefkowitz
Attorney-in-Fact
-6-
EXHIBIT 5
KRONISH, LIEB, WEINER & HELLMAN
1114 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10036-7798
(212) 479-6000
August 15, 1994
Ampal-American Israel Corporation
1177 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
We have acted as counsel to Ampal-American Israel
Corporation, a New York corporation (the "Company"), in
connection with its Registration Statement on Form S-8
("Registration Statement") filed pursuant to the Securities Act
of 1933, as amended, covering 200,000 shares (the "Stock Option
Shares") of the Company's Class A Stock, $1.00 par value ("Class
A Stock"), underlying stock options granted or to be granted to
certain employees, officers, directors or consultants of the
Company pursuant to the Company's 1993 Stock Option Plan (the
"Plan").
For purposes of the opinions expressed in this letter,
we have examined the Restated Certificate of Incorporation and
By-laws of the Company, records of the corporate proceedings of
the Company, and such other documents and records of the Company
as we have deemed necessary or appropriate as a basis for such
opinions. In making our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents
submitted to us as photostatic or conformed copies.
We are members of the Bar of the State of New York and,
for purposes of the opinions expressed in this letter, do not
hold ourselves out as experts on, nor are we, in rendering the
opinions expressed herein, passing on the laws of any
<PAGE>
Ampal-American Israel Corporation Inc.
August 15, 1994
Page 2
jurisdiction other than the federal laws of the United States and
the laws of the State of New York.
Based on the foregoing, and having regard to such legal
considerations as we have deemed relevant, we are of the opinion
that the Stock Option Shares are duly authorized and, subject to
the required approval of the Plan by the shareholders of the
Company, upon the issuance and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid
and nonassessable shares of Class A Stock.
Section 630 of the New York Business Corporation Law
(the "BCL") imposes liability on the ten largest shareholders of
certain companies, under certain circumstances, for all debts,
wages or salaries due and owing to any of its laborers, servants
or employees other than contractors, for services performed by
them for such companies. As long as any of the Company's shares
continue to be listed on a national securities exchange or
continue to be regularly quoted in an over-the-counter market by
one or more members of a national or an affiliated securities
association, no liability to any shareholders of the Company will
attach by virtue of Section 630 of the BCL.
In giving this opinion, we have assumed that, prior to
issuance, all certificates for the Class A Stock will be duly
executed on behalf of the Company by the Company's transfer agent
and registered by the Company's registrar, if necessary, and will
conform, except as to denominations, to specimens which we have
examined.
We hereby consent to the inclusion of this letter as an
exhibit to the Registration Statement.
Very truly yours,
/s/KRONISH, LIEB, WEINER & HELLMAN
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 23, 1994, included in Ampal-
American Israel Corporation's FORM 10-K for the year ended December
31, 1993 and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN & CO.
New York, New York
August 11, 1994
Certified Public
Accountants (Isr)
Tel Aviv 61006
33 Yavetz Street
P. O. Box 609
Tel: (03) 517 4444
Telecopier: (972)
3517 4440
SOMEKH CHAIKIN
Haifa 31001
5 Palyam Street
P. O. Box 210
Tel: (04) 6703 38
Telecopier: (972)
467 0319
Jerusalem 91001
33 Jaffa Road
P. O. Box 212
Tel: (02) 253 291
Telecopier: (972)
225 3292
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report on the consolidated financial
statements of Granite Hacarmel Investments Limited dated
February 15, 1994, included in Ampal American Israel Corporation's
FORM 10-K for the year ended December 31, 1993 and to all
references to our firm included in this Registration Statement.
/s/ Somekh Chaikin
----------------------------------------------
Certified Public Accountants (ISRAEL)
Haifa, August 11, 1994
Igal Brightman & Co. Telephone: 972(3)
3 Daniel Frisch Street 696-4263
Tel Aviv 64731, ISRAEL Facsimile: 972(3)
P.O.B. 16593, Tel Aviv 61164 696-0130
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report to the financial statements of
Am-Hal Ltd. dated February 14, 1994 relating to the
financial statements of Am-Hal Ltd. included in Ampal
American Israel Corporation's FORM 10-K for the year
ended December 31, 1993 and to all references to our firm
included in this Registration Statement.
/s/ Igal Brightman & Co.
Igal Brightman & Co.
Certified Public Accountants (Isr.)
August 11, 1994
COHEN, EYAL, YEHOSHUA & CO.
Certified Public Accounts (Isr.)
51 Weizmann St. P.O. Box 21592 Cohen Eliahu, C.P.A. (Isr.)
Tel Aviv 61214,Israel Eyal Itamar, C.P.A. (Isr.)
Tel 03-6952210 - Fax 03-5953517 Yehoshua Nissim, C.P.A. (Isr.)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report on the financial statements of Ampal
Enterprises Ltd. dated March 8, 1994 included in Ampal American
Israel Corporation's Form 10-K for the year ended December 31, 1993
and to all references to our firm included in this
Registration Statement.
/s/ Cohen, Eyal, Yehoshua & Co.
Cohen, Eyal, Yehoshua & Co.
Certified Public Accountants (Isr.)
August 11, 1994
FAHN, KANNE & CO.
CERTIFIED PUBLIC ACCOUNTANTS (Isr.)
5. DRUYANOV ST., TEL-AVIV 63143
P. O. B. 11535, TEL-AVIV 61114
TEL 03-294946, FAX. 03-201386
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report on the financial statements of Ampal
Financial Services Ltd. dated March 8, 1994, included in Ampal
American Israel Corporation's FORM 10-K for the year ended
December 31, 1993, and to all references to our firm included
in such Registration Statement.
/s/ Fahn, Kanne & Co.
Fahn, Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1994
SHLOMO ZIV & CO.
CERTIFIED PUBLIC ACCOUNTANTS (Isr.)
Tel-Aviv 61500 Gibor House
6 Kaufman St., P.O.B. 50322
Tel. 03-5179611, Fax. 03-5179418
Haifa 31018 2 Hanamal St., P.O.B. 1886
Tel. 04-675025-6, Fax. 04-679461
August 11, 1994
Arthur Anderson & Co.
1345 Avenue of the Americas
New York, N.Y. 10105
U.S.A
Gentlemen:
Re: Ampal Holding (1991) Ltd.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in the registration statement and on
Form S-8 of our report (Ampal Holding (1991) Ltd), dated 22.3.94,
included in Ampal American Israel Corporation's Form 10-k for the
year ended December 31, 1993, and to all references to our firm
included in this registration statement.
Sincerely,
/s/ Shlomo Ziv & Co.
Shlomo Ziv & Co.
Certified Public Accountants (Isr.)
HAFT & HAFT & CO.
CERTIFIED PUBLIC ACCOUNTANTS (Isr.)
INCL. STRAUSS, LAZER & CO.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on
Form S-8 of our report on the financial statements of Ampal (Israel)
Ltd. dated March 8, 1994 included in Ampal American Israel
Corporation's Form 10-K for the year ended December 31, 1993 and to
all references to our firm included in this registration
statement.
H.H.S.L. Haft & Haft & Co.
August 11, 1994 Certified Public Accountants (Isr.)
FAHN, KANNE & CO.
CERTIFIED PUBLIC ACCOUNTANTS (Isr.)
5. DRUYANOV ST., TEL-AVIV 63143
P. O. B. 11535, TEL-AVIV 61114
TEL. 03-294946, FAX. 03-201836
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8 of our report on the financial statements of Ampal Industries
(Israel) Ltd. dated March 10, 1994, included in Ampal American
Israel Corporation's FORM 10-K for the year ended December 31, 1993
and to all references to our firm included in such registration
statement.
/s/ Fahn, Kanne & Co.
Fahn, Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1994
COHEN, EYAL, YEHOSHUA & CO.
Certified Public Accounts (Isr.)
51 Weizmann St. P.O. Box 21592 Cohen Eliahu, C.P.A. (Isr.)
Tel Aviv 61214,Israel Eyal Itamar, C.P.A. (Isr.)
Tel 03-6952210 - Fax 03-5953517 Yehoshua Nissim, C.P.A. (Isr.)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on
Form S-8 of our report on the financial statements of Ampal
Properties Ltd. dated March 10, 1994 included in Ampal American
Israel Corporation's Form 10-K for the year ended December 31, 1993
and to all references to our firm included in this
registration statement.
/s/ Cohen, Eyal, Yehoshua & Co.
Cohen, Eyal, Yehoshua & Co.
Certified Public Accountants (Isr.)
August 11, 1994
S A Morris MORRIS BRANKIN & CO.
W J Matthew C H A R T E R E D
ACCOUNTANTS
D R Cottingham
P.O. BOX 1044
West Wind Building
Grand Cayman
British West Indies
Telephone: (809 94)
98588
Facsimile: (809 94)
97325
Telex: 4248 MIDSL CP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on
Form S-8 of our report on the consolidated financial
statements of Bank Hapoalim (Cayman) Ltd. dated February 15, 1994
included in Ampal American Israel Corporation's FORM 10-K for
the year ended December 31, 1993 and to all references to our
firm included in this registration statement.
/s/ Morris Brankin & Co.
-----------------------------
Auditor
August 11, 1994
RONEL STETTNER & CO.
CERTIFIED PUBLIC ACCOUNTANTS
TEL. (4)532291 FAX (4) 515873 ISRAEL
35 HAMEGINIM AVE. P.O.B. 466
HAIFA 31033
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby
consent to the incorporation by reference in
this registration statement on Form S-8
of our report on the financial statements
of Bay Heart Limited dated January 20, 1994
included in Ampal American Israel Corporation's
FORM 10-K for the year ended December 31, 1993
and to all references to our firm included in
this registration statement.
/s/ Ronel, Stettner & Co.
RONEL, STETTNER & CO.
Certified Public Accountants
(Israel)
August 11, 1994
KOST
LEVARY
and
FORER
C.P.A. (ISRAEL)
A member of
Ernst & Young International
Tel-Aviv August 11, 1994
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on
Form S-8 of our reports on the consolidated financial statements
of Carmel Containers Systems Ltd., dated March 3, 1994, included in
Ampal-American Israel Corporation's FORM 10-K for the year ended
December 31, 1993, and to all references to our firm included in this
registration statement.
s/ KOST, LEVARY and FORER
KOST, LEVARY and FORER
Certified Public Accountants (Israel)
PORAT & CO.
-----------------------------------------------------------------
-----------------------------------------------------------------
Certified Public Accountants (ISR.)
Re: Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report on the financial statements of Country Club
Kfar-Saba Ltd. dated March 11, 1994, included in Ampal
American Israel Corporation's FORM 10-K for the year ended December
31, 1993 and to all references to our firm in this
registration statement.
August 11, 1994
/s/ Porat & Co.
Porat & Co.
Certified Public Accountants (Isr.)
COHEN, EYAL, YEHOSHUA & CO.
Certified Public Accounts (Isr.)
51 Weizmann St. P.O. Box 21592 Cohen Eliahu, C.P.A. (Isr.)
Tel Aviv 61214,Israel Eyal Itamar, C.P.A. (Isr.)
Tel 03-6952210 - Fax 03-5953517 Yehoshua Nissim, C.P.A. (Isr.)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on
Form S-8 of our report on the financial statements of
Davidson-Atai Publishers Ltd. dated March 10, 1994 included in
Ampal American Israel Corporation's Form 10-K for the year ended
December 31, 1993 and to all references to our firm included
in this registration statement.
/s/ Cohen, Eyal, Yehoshua & Co.
Cohen, Eyal, Yehoshua & Co.
Certified Public Accountants (Isr.)
August 11, 1994
CR. R Villarmarzo & Asoc.
Ernst & Young International
Contadores Publicos-Auditores
Asesores Fiscales-Consultores Gerenciales
Consent of Independent Public Accountants
-----------------------------------------
We consent to the incorporation by reference in Ampal American
Israel Corporation's Registration Statement on Form S-8
of our report dated January 18, 1994 with respect to the
Financial Statements of Hapoalim (Latin America) Casa Bancaria S.A.
included in Ampal American Israel Corporations FORM 10-K for the
year ended December 31, 1993 and consent to all reference to
our firm under the caption "Experts" in this registration statement.
Montevideo C R . R. VILLARMARZO Y ASOC.
August 11, 1994 Ernst & Young International
KOST LEVARY AND FORER
A member of
Ernst & Young International
August 11, 1994
File No. 2093
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on
Form S-8 of our report on the consolidated financial statements of
Mivnat Holdings Ltd. dated March 21, 1994, included in Ampal American
Israel Corporations's FORM 10K for the year ended December 31, 1993,
and to all references to our firm included in this registration
statement.
Yours truly,
/s/ Kost Levary and Forer.
KOST LEVARY AND FORER.
Certified Public Accounts (Israel)
HAGGAI WALLENSTEIN & Co. C.P.A. (Isr.)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report on the consolidated financial statements
of Moriah Hotels Ltd., and its subsidiaries dated March 14, 1994,
included in Ampal American Israel Corporation's FORM 10-K for the
year ended December 31, 1993, and to all references to our firm in
this Registration Statement.
Sincerely yours,
/s/ Haggai Wallenstein & Co.
HAGGAI WALLENSTEIN & CO.
Certified Public Accounts (Isr.)
August 11, 1994
KESSELMAN & KESSELMAN Certified Public Accountants (Isr)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on
Form S-8 of our report on the consolidated financial statements
of Ophir Holding Ltd. dated March 7, 1994, included in Ampal
American Israel Corporation's FORM 10K for the year ended
December 31, 1993 and to all references to our firm included
in this registration statement.
Tel Aviv, Israel
August 11, 1994
/s/ KESSELMAN & KESSELMAN
BRAUDE & CO.
CERTIFIED PUBLIC ACCOUNTANTS (ISRAEL)
Re: Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement (Form S-8)
of our report on the financial statements of Orlite Engineering
Company Ltd. dated February 14, 1994, included in Ampal American
Israel Corporation's Form 10-K, for the year ended December 31, 1993,
and to all references to our firm in this Registration Statements.
BRAUDE & CO., C.P.A. (ISRAEL)
/s/ Braude & Co.
Tel Aviv, August 11, 1994
SHLOMO ZIV & CO.
CERTIFIED PUBLIC ACCOUNTANTS (Isr.)
Tel-Aviv 61500 Gibor House
6 Kaufman St., P.O.B. 50322
Tel. 03-5179611, Fax. 03-5179418
Haifa 31018 2 Hanamal St., P.O.B. 1886
Tel. 04-675025-6, Fax. 04-679461
August 11, 1994
Arthur Anderson & Co.
1345 Avenue of the Americas
New York, N.Y. 10105
U.S.A.
Gentlemen:
Re: Paradise Mattresses Industries (1992) Ltd.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in the registration statement and on Form S-8 of our report (Paradise
Mattresses Industries (1992) Ltd), dated 22.3.94 included in Ampal-American
Israel Corporation's Form 10-K for the year ended December 31, 1993, and to
all references to our firm included in this registration statement.
Sincerely,
/s/ Shlomo Ziv & Co.
Shlomo Ziv & Co.
Certified Public Accountants (Isr.)
REUVENI, HARTUV, TEPPER & CO.
Certified Public Accountants (ISR)
P.O.B. 29870 CODE 61298
30 Achad Ha'Am St., Tel Aviv, ISRAEL
TEL. 972-3-5604281 FAX. 972-3-5605001
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on
Form S-8 of our report on the financial statements of Pri Haemek
(Canned and Frozen Food ) 88 Ltd., dated March 29, 1994 included in
Ampal American Israel Corporation's FORM 10K for the year ended
December 31, 1993, and to all references to our firm included in such
registration statement.
August 11, 1994
/s/ Reuveni, Hartuv, Tepper & Co.
REUVENI, HARTUV, TEPPER & CO.
Certified Public Accounts (Isr.)
DOV KAHANA & CO.
Certified Public Accountants (Isr.)
54 Bezalel St. Ramat-Gan
P.O. Box 3532, Ramat-Gan 52134
TEL. 575 9681 FAX. 575 9584
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on
Form S-8 of Ampal American Israel Corporation of our report on
the financial statements of Red Sea Marineland Holding (1973)
Ltd. dated March 29, 1994, included in Ampal American Israel
Corporation's FORM 10-K for the year ended December 31, 1993 and
to all references to our firm included in such Registration
Statement.
Ramat-Gan. August 11, 1994
/s/ Dov Kahana & Co.
Dov Kahana & Co.
C.P.A. (Isr.)
DOV KAHANA & CO.
Certified Public Accountants (Isr.)
54 Bezalel St. Ramat-Gan
P.O. Box 3532, Ramat-Gan 52134
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on
Form S-8 of Ampal American Israel Corporation of our report on
the financial statements of Red Sea Under Water Observatory Ltd.
dated March 29, 1994, included in Ampal American Israel
Corporation's FORM 10-K for the year ended December 31, 1993, and
to all references to our firm included in such Registration
Statement.
Ramat-Gan. August 11, 1994
/s/ Dov Kahana & Co.
Dov Kahana & Co.
C.P.A. (Isr.)
REUVENI, HARTUV, TEPPER & CO.
CERTIFIED PUBLIC ACCOUNTANTS (Isr.)
-----------------------------------------------------------------
---------
30 ACHAD HA'AM ST., TEL-AVIV ISRAEL P.O.B. 29870, CODE 61298
TEL: 972-3-5604281 FAX: 972-3-5605001
1946/AMPI
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on
Form S-8 of our report on the financial statements of the Snow
and Cool Palace (Limited Partnership) dated February 20, 1994
included in Ampal American Israel Corporation's FORM 10-K for the
year ended December 31, 1993 and to all references to our firm
included in such registration statement.
August 11, 1994
/s/ Reuveni, Hartuv Tepper & Co.
Reuveni, Hartuv Tepper & Co.
Certified Public Accountants (Isr.)
A&B Almagor & Co.
CPA(ISR)
---------------------
7, Abba Hillel Rd., P.O. Box 3600,
Zip 52134, Ramat-Gan, Israel
Tel.: 03-5760606, Fax.: 972-3-5754671
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report on the consolidated financial statements
of Teledata Communication Ltd., dated February 21, 1994, included in
Form 10-K of Ampal American Israel Corporation for the year
ended December 31, 1993 and to all references to our firm in
the said registration statement.
/s/ Almagor & Co.
Almagor & Co.
Certified Public Accountants (Isr.)
Ramat-Gan, Israel
August 11, 1994
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned, do
hereby constitute and appoint SHLOMO RECHT, LAWRENCE LEFKOWITZ,
and ALAN L. SCHAFFER, or any one and or more of them, my true and
lawful attorney or attorneys for me, and in my name, place and
stead, as a director and/or officer of AMPAL-AMERICAN ISRAEL
CORPORATION ("AMPAL") to sign a Registration Statement and any
and all amendments thereto covering the Ampal 1993 Stock Option
Plan granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the above
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said
attorneys-in-fact or either of them may lawfully do or cause to
be done by virtue hereof.
August 15, 1994 /s/ Michael Arnon
-------------------------- -------------------------
Date Signature
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned, do
hereby constitute and appoint SHLOMO RECHT, LAWRENCE LEFKOWITZ,
and ALAN L. SCHAFFER, or any one and or more of them, my true and
lawful attorney or attorneys for me, and in my name, place and
stead, as a director and/or officer of AMPAL-AMERICAN ISRAEL
CORPORATION ("AMPAL") to sign a Registration Statement and any
and all amendments thereto covering the Ampal 1993 Stock Option
Plan granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the above
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said
attorneys-in-fact or either of them may lawfully do or cause to
be done by virtue hereof.
August 15, 1994 /s/ Stanley I. Batkin
-------------------------- -------------------------
Date Signature
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned, do
hereby constitute and appoint SHLOMO RECHT, LAWRENCE LEFKOWITZ,
and ALAN L. SCHAFFER, or any one and or more of them, my true and
lawful attorney or attorneys for me, and in my name, place and
stead, as a director and/or officer of AMPAL-AMERICAN ISRAEL
CORPORATION ("AMPAL") to sign a Registration Statement and any
and all amendments thereto covering the Ampal 1993 Stock Option
Plan granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the above
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said
attorneys-in-fact or either of them may lawfully do or cause to
be done by virtue hereof.
August 15, 1994 /s/ Yaacov Elinav
-------------------------- -------------------------
Date Signature
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned, do
hereby constitute and appoint SHLOMO RECHT, LAWRENCE LEFKOWITZ,
and ALAN L. SCHAFFER, or any one and or more of them, my true and
lawful attorney or attorneys for me, and in my name, place and
stead, as a director and/or officer of AMPAL-AMERICAN ISRAEL
CORPORATION ("AMPAL") to sign a Registration Statement and any
and all amendments thereto covering the Ampal 1993 Stock Option
Plan granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the above
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said
attorneys-in-fact or either of them may lawfully do or cause to
be done by virtue hereof.
August 15, 1994 /s/ Lawrence Lefkowitz
-------------------------- -------------------------
Date Signature
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned, do
hereby constitute and appoint SHLOMO RECHT, LAWRENCE LEFKOWITZ,
and ALAN L. SCHAFFER, or any one and or more of them, my true and
lawful attorney or attorneys for me, and in my name, place and
stead, as a director and/or officer of AMPAL-AMERICAN ISRAEL
CORPORATION ("AMPAL") to sign a Registration Statement and any
and all amendments thereto covering the Ampal 1993 Stock Option
Plan granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the above
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said
attorneys-in-fact or either of them may lawfully do or cause to
be done by virtue hereof.
August 15, 1994 /s/ Eitan Raff
-------------------------- -------------------------
Date Signature
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned, do
hereby constitute and appoint SHLOMO RECHT, LAWRENCE LEFKOWITZ,
and ALAN L. SCHAFFER, or any one and or more of them, my true and
lawful attorney or attorneys for me, and in my name, place and
stead, as a director and/or officer of AMPAL-AMERICAN ISRAEL
CORPORATION ("AMPAL") to sign a Registration Statement and any
and all amendments thereto covering the Ampal 1993 Stock Option
Plan granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the above
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said
attorneys-in-fact or either of them may lawfully do or cause to
be done by virtue hereof.
August 15, 1994 /s/ Shimon Ravid
-------------------------- -------------------------
Date Signature
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned, do
hereby constitute and appoint SHLOMO RECHT, LAWRENCE LEFKOWITZ,
and ALAN L. SCHAFFER, or any one and or more of them, my true and
lawful attorney or attorneys for me, and in my name, place and
stead, as a director and/or officer of AMPAL-AMERICAN ISRAEL
CORPORATION ("AMPAL") to sign a Registration Statement and any
and all amendments thereto covering the Ampal 1993 Stock Option
Plan granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the above
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said
attorneys-in-fact or either of them may lawfully do or cause to
be done by virtue hereof.
August 15, 1994 /s/Shlomo Recht
----------------------------- -------------------------
Date Signature
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned, do
hereby constitute and appoint SHLOMO RECHT, LAWRENCE LEFKOWITZ,
and ALAN L. SCHAFFER, or any one and or more of them, my true and
lawful attorney or attorneys for me, and in my name, place and
stead, as a director and/or officer of AMPAL-AMERICAN ISRAEL
CORPORATION ("AMPAL") to sign a Registration Statement and any
and all amendments thereto covering the Ampal 1993 Stock Option
Plan granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the above
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said
attorneys-in-fact or either of them may lawfully do or cause to
be done by virtue hereof.
August 15, 1994 /s/ Leon Riebman
-------------------------- -------------------------
Date Signature
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned, do
hereby constitute and appoint SHLOMO RECHT, LAWRENCE LEFKOWITZ,
and ALAN L. SCHAFFER, or any one and or more of them, my true and
lawful attorney or attorneys for me, and in my name, place and
stead, as a director and/or officer of AMPAL-AMERICAN ISRAEL
CORPORATION ("AMPAL") to sign a Registration Statement and any
and all amendments thereto covering the Ampal 1993 Stock Option
Plan granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the above
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said
attorneys-in-fact or either of them may lawfully do or cause to
be done by virtue hereof.
August 15, 1994 /s/ Evelyn Sommer
-------------------------- -------------------------
Date Signature
