SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMPAL-AMERICAN ISRAEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
AMPAL-AMERICAN ISRAEL CORPORATION
1177 Avenue of the Americas
New York, New York 10036
-----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 8, 1995
------------------
To the Shareholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of the holders of the
Class A Stock and Common Stock of Ampal-American Israel Corporation (the
"Company" or "Ampal") will be held at the offices of Bank Hapoalim B.M.,
1177 Avenue of the Americas, 14th Floor, New York, New York 10036, on
Wednesday, November 8, 1995, at 9:00 a.m. local time, to consider and
act upon the following matters:
1. Approval of the amendment to the Company's Certificate of Incorpo-
ration to increase the number of authorized shares of Class A Stock
from 30,000,000 to 60,000,000; and
2. The transaction of such other business as may properly come before
said meeting or any adjournment thereof.
Information regarding the matters to be acted upon at the Special Meeting
is contained in the accompanying Proxy Statement.
The close of business on September 21, 1995, has been fixed as the
record date for the determination of shareholders entitled to notice of and
to vote at the Special Meeting or any adjournment thereof.
Please vote, date, sign and mail the enclosed Proxy in the return
envelope. You will need no postage if you mail it in the United States.
A prompt response will be helpful and appreciated.
By Order of the Board of Directors,
MICHAEL K. MARKS
Vice President- Legal
& Secretary
New York, New York
October 10, 1995
- --------------------------------------------------------------------------------
Regardless of whether you expect to be present at the Special Meeting, please
complete, date, sign and mail the enclosed proxy card for the shares held by
you. An addressed envelope is enclosed for your convenience.
No postage is required if mailed in the United States.
- --------------------------------------------------------------------------------
<PAGE>
AMPAL-AMERICAN ISRAEL CORPORATION
-------------------
PROXY STATEMENT
for
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 8, 1995
-------------------
This Proxy Statement is furnished to the holders of Class A Stock of
Ampal-American Israel Corporation (the "Company" or "Ampal") in connection
with the solicitation of proxies on behalf of the Board of Directors for
use at the Special Meeting of Shareholders of the Company to be held on
November 8, 1995, for the purposes set forth in the accompanying Notice of
Special Meeting. The cost of preparing, assembling and mailing the Notice
of Special Meeting, this Proxy Statement and the proxies is to be borne by
the Company. The Company will also reimburse brokers who are holders of
record of shares of the Company for their expenses in forwarding proxies
and proxy soliciting material to the beneficial owners of the shares held
by them. The approximate mailing date of this Proxy Statement is October
10, 1995.
The accompanying proxy is being solicited by the Board of Directors of
the Company and, if properly executed by a shareholder entitled to vote,
the shares represented by the proxies received will be voted at the Special
Meeting. A proxy may be revoked at any time before its exercise. A share-
holder may revoke his proxy by filing with the Secretary of the Company an
instrument of revocation or a duly executed proxy bearing a later date, or
by attendance at the special meeting and voting in person. Attendance at
the Special Meeting will not in and of itself constitute the revocation of
a proxy.
The close of business on September 21, 1995 has been fixed by the Board
of Directors as the record date for the determination of shareholders entitled
to notice of and to vote at the Special Meeting. At such date, the
Company had outstanding 20,518,726 shares of Class A Stock. Each share of
Class A Stock outstanding on the record date will be entitled to one vote
on all matters to come before the Meeting. As of the record date, the
Company had outstanding 3,000,000 shares of Common Stock. The holder of
the Common Stock of the Company will also be eligible to vote at the Meeting.
Other than in the election of Class A directors, where only the
holders of the Class A Stock, voting as a separate class, are entitled to
vote, the holder of the Common Stock, voting as a separate class, is entitled
to cast as many votes as shall equal the aggregate number of votes to
which all holders of Class A Stock attending the meeting in person or by
proxy shall be entitled, but in no event more than ten votes per share of
Common Stock. . Accordingly, since Bank Hapoalim B.M., the Company's parent
("Hapoalim"), is the holder of 100% of the outstanding Common Stock of the
Company and approximately 49.3% of the Class A Stock, it can determine the
outcome of the vote on the proposed amendment to the Company's Certificate
of Incorporation to increase the number of authorized shares of Class A
Stock from 30,000,000 to 60,000,000. Bank Hapoalim has advised the Company
that it intends to vote in favor of the amendment.
Under the law of New York, Ampal's state of incorporation, "votes cast"
at a meeting of shareholders by the holders of shares entitled to vote are
determinative of the outcome of corporate action which is taken by vote of
shareholders. Abstentions and broker non-votes will not be considered
"votes cast" based on Ampal's understanding of state law requirements and
Ampal's Certificate of Incorporation and By-laws.
<PAGE>
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On September 11, 1995, the Board of Directors of the Company approved
submission to the shareholders of a proposed amendment to the Company's
Certificate of Incorporation to double the number of authorized shares of
Class A Stock available for issuance by the Company from 30 million to 60
million shares. The purpose of the proposed amendment is to insure that
there are sufficient shares of Class A Stock available in the event the
Company determines to issue additional shares in order to raise working
capital, to make acquisitions or for other corporate purposes. As at Sep-
tember 21, 1995, 29,397,526 shares of Class A Stock were outstanding or re-
served for issuance out of the 30 million currently authorized shares.
The management of the Company believes that it is appropriate for the
Company to have additional shares available for issuance in transactions
which are in the best interest of the Company. The Company is not present-
ly considering any specific proposals for acquisitions or issuances of
additional shares. However, the Company is aware that under Israel law, by
and not later than December 31, 1996, Hapoalim will be required to reduce
its holding in Ampal to 25% or less. That reduction could occur through
disposal of shares by Hapoalim and/or by virtue of issuance of additional
shares by the Company in transactions approved by its Board of Directors,
diluting Hapoalim's holding in Ampal. The Company will not seek further
authorization from its shareholders prior to any issuance of its shares of
Class A Stock, except as may be otherwise required by law.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Ampal currently consists of 30,000,000
shares of Class A Stock, par value $1.00 per share, 4,932,850 shares of
Preferred Stock, par value $5.00 per share and 3,000,000 shares of Common
Stock, par value $1.00 per share. There are two outstanding series of
Preferred Stock, the 4% Cumulative Convertible Preferred Stock (the "4%
Preferred Stock") and the 6 1/2% Cumulative Convertible Preferred Stock
(the "6 1/2% Preferred Stock").
Voting Rights
Unless dividends on any outstanding Preferred Stock are in arrears for
three successive years, as discussed below, the holders of Class A Stock
are entitled to one vote per share on all matters voted upon by shareholders
and, voting as a class, a right to elect the Class A Directors. Other
than in the election of Class A Directors, the holders of Common Stock,
voting as a class, are entitled to as many votes as shall equal the number
of votes to which the holders of Class A Stock are entitled, but in no
event more than ten votes per share of Common Stock, unless dividends on
any outstanding series of Preferred Stock are in arrears for three successive
years in which case the holders of all outstanding series of Preferred
Stock as to which dividends are in arrears shall have the exclusive right
to vote for the election of directors until all cumulative dividend arrearages
are paid. The shares of Common Stock and Class A Stock do not have
cumulative voting rights, which means that any holder or holders, acting in
concert, of more than 50% of the Common Stock can, if such person or persons
owns at least one share of Class A Stock, elect all of the directors
other than the Class A Directors if that person or persons chooses to do
so.
Dividend Rights
Dividends on all classes of Ampal's shares are payable as a percentage
of par value. The holders of Ampal's presently authorized and issued 4%
Preferred Stock and 6 1/2% Preferred Stock (each having a $5.00 par value)
are entitled to receive cumulative dividends at the rates of 4% and 6 1/2%
per annum, respectively, payable out of surplus or net earnings of Ampal
before any dividends are paid on the Common Stock or Class A Stock. If
Ampal fails to pay such dividend on the Preferred Stock in any calendar
year, such deficiency must be paid in full, without interest, before any
dividends may be paid on the Class A Stock or Common Stock. After the pay-
ment of all cumulative dividends on the Preferred Stock and a 4% dividend
on the Class A Stock (par value $1.00 per share), the Board may, but is not
required to, declare dividends out of any remaining surplus or net earnings
of Ampal, which dividends are participated in by the holders of 4% Pre-
ferred Stock and Class A Stock to the extent of an additional 8% each,
before the holders of the Common Stock are entitled to receive any divi-
dends. If after the payment of the aforesaid dividends
2
<PAGE>
on the Preferred Stock and Class A Stock there remains any surplus, the
Board may, but is not required to, declare dividends out of any remaining
surplus in an amount of up to 12% on the Common Stock. If, thereafter,
there remains any surplus, any dividends declared are to be participated in
by the holders of 4% Preferred Stock, Class A Stock and Common Stock, pro
rata.
Liquidation Rights
In the event of liquidation, dissolution or winding up of Ampal, the
holders of the Preferred Stock will be entitled to receive an amount equal
to the share's par value ($5.00 per share), sharing pari passu, together
with accrued dividends to the date of payment, before any distribution or
payment may be made to the holders of Class A Stock, Common Stock or any
other stock ranking junior to the Preferred Stock. After the holders of
Preferred Stock, Class A Stock and Common Stock are paid the par value of
their shares (plus accrued dividends), holders of 4% Preferred Stock, Class
A Stock and Common Stock share ratably in the distribution of any remaining
assets without regard to class of stock, on the basis of the number of
shares held multiplied by the par value thereof.
Preemptive Rights and Redemption Provisions
No holder of any class of shares of Ampal, now or hereafter authorized,
has any preferential or preemptive right to subscribe for, purchase
or receive any shares of any class of Ampal, or any options or warrants for
such shares, or any rights to subscribe to or purchase such shares or any
securities convertible into or exchangeable for, or carrying options or
warrants for, or other rights to purchase, such shares, which may at any
time be issued, sold or offered for sale by Ampal.
There are no redemption provisions relating to the Class A Stock.
Conversion Rights
Ampal's Preferred Stock may be authorized and issued in such series
and with such designations, preferences and privileges as may be determined
by its Board of Directors. There are presently authorized and issued two
classes of Preferred Stock. The 4% Preferred Stock and 6 1/2% Preferred
Stock are convertible at any time into fully paid and non-assessable shares
of Class A Stock at the rate of five shares of Class A Stock for each share
of 4% Preferred Stock and three shares of Class A Stock for each share of 6
1/2% Preferred Stock. The Class A Stock and Common Stock have no conversion
rights.
Special Provisions Relating to Class A Stock
So long as the Class A Stock is listed on the American Stock Exchange,
Ampal is not permitted to issue any other class of security having voting
rights which would (i) deprive the Class A Stock of its right, voting as a
class, to elect the Class A Directors, (ii) have the right to vote, as a
class, more than ten times the number of shares of such other class of
security then outstanding and entitled to vote or (iii) have voting rights
which would otherwise adversely affect the voting rights of the Class A
Stock. The authorization or issuance of additional Class A Stock or Common
Stock or securities convertible into or exchangeable for Class A Stock or
Common Stock are not to be deemed to adversely affect the voting rights of
the holders of the Class A Stock.
The affirmative vote of a majority of all outstanding shares entitled to
vote at the special shareholders meeting is required for approval of this
amendment to the Certificate of Incorporation.
The Board of Directors recommends a vote FOR this proposal.
PRINCIPAL SHAREHOLDERS OF THE COMPANY
The following tables set forth information as at September 21, 1995 as
to the holders known to Ampal to beneficially own more than 5% of any class
of voting securities of Ampal and, as to all directors and officers as a
group, concerning the beneficial ownership of any class of equity securities
of Ampal, its parent or any of its
3
<PAGE>
subsidiaries. For purposes of computation of the percentage ownership of
Class A Stock set forth in the table, conversion of any 4% Preferred Stock
and 6-1/2% Preferred Stock owned by such beneficial owner has been assumed,
without increasing the number of shares of Class A Stock outstanding by
amounts arising from possible conversions of convertible securities held by
shareholders other than such beneficial owner. As at September 21, 1995,
there were outstanding 20,518,726 shares of Class A Stock of the Company
and 3,000,000 shares of Common Stock. In addition, there were outstanding
1,080,115 non-voting shares of 6-1/2% Preferred Stock (each convertible
into 3 shares of Class A Stock) and 201,466 non-voting shares of 4% Pre-
ferred Stock (each convertible into 5 shares of Class A Stock).
Security Ownership of Certain Beneficial Owners
Name and Address Amount and Nature Percent
of Beneficial Owner Title of Class of Beneficial Ownership of Class (1)
- ------------------- -------------- ------------------------- ------------
Bank Hapoalim B.M. Class A Stock 10,500,991 shs.(2) 51.2%(2)
50 Rothschild Blvd. Common Stock 3,000,000 shs. 100%
Tel Aviv, Israel
- -----------
(1) Based upon number of shares outstanding as of September 21, 1995.
(2) As reported by Hapoalim B.M. on Form 4 - Statement of Changes
in Beneficial Ownership filed with the Securities and Exchange Com-
mission on or about March 5, 1992. Assumes conversion of 122,536
shares of
6-1/2% Preferred Stock and 3,350 shares of 4% Preferred Stock.
Security Ownership Of Management
The following table sets forth information as at September 21, 1995 as
to each class of equity securities of Ampal, its parent or any of its sub-
sidiaries beneficially owned by each director and officer of Ampal and by
all directors and officers of Ampal as a group. The directors and officers
of Ampal individually and as a group do not own in excess of 1% of the
equity securities of Ampal, Ampal's parent or any of Ampal's subsidiaries.
All ownerships are direct unless otherwise noted. The table does not include
directors who do not own any such shares:
Ampal-American Israel Corporation
- ---------------------------------
CLASS A STOCK
- -------------
Amount and Nature
Name of Beneficial Ownership
---- -----------------------
Michael Arnon 7,500(1)
Stanley I. Batkin 15,000(2)
Harry B. Henshel 8,000(2)
Irwin Hochberg 3,000(3)
Herbert Kronish 1,000
Lawrence Lefkowitz 10,700(4)
Michael K. Marks 1,500
Moshe Mor 1,000
Shlomo Recht 2,000
Evelyn Sommer 5,000(2)
-------
All Directors and Officers as a Group 54,700(5)
WARRANTS TO PURCHASE
CLASS A STOCK
- --------------------
Amount and Nature
Name of Beneficial Ownership
---- -----------------------
Harry B. Henshel 14,000
Michael K. Marks 500
-------
All Directors and Officers as a Group 14,500
4
<PAGE>
6-1/2% PREFERRED STOCK
- ----------------------
Amount and Nature
Name of Beneficial Ownership
---- -----------------------
Lawrence Lefkowitz 7,225(6)
-------
All Directors and Officers as a Group 7,225
Bank Hapoalim B.M.
- ------------------
ORDINARY SHARES
- ---------------
Amount and Nature
Name of Beneficial Ownership
---- -----------------------
Arie Abend 187,720
Michael Arnon 83,300
Yaacov Elinav 183,970
Shimon Ravid 190,610
Shlomo Recht 128,810
-------
All Directors and Officers as a Group 774,410
- ---------
(1) Includes options to purchase 7,500 shares of Class A Stock
issuable upon the exercise of currently exercisable stock options.
(2) Includes options to purchase 5,000 shares of Class A Stock
issuable upon the exercise of currently exercisable stock options.
(3) Includes 1,000 shares held of record by Mr. Hochberg's wife.
(4) Includes 8,700 shares of Class A Stock held by a trust under an
estate as to which Mr. Lefkowitz is co-personal representative.
(5) Includes options to purchase 22,500 shares of Class A Stock
issuable upon the exercise of currently exercisable stock options.
(6) Includes 4,800 shares of 6-1/2% Preferred Stock held by a trust
under an estate as to which Mr. Lefkowitz is co-personal representative.
SHAREHOLDERS' PROPOSALS
Any holder of Class A Stock or Common Stock who wishes to submit a
proposal to be presented at the next Annual Meeting of Shareholders must
forward such proposal to the Secretary of the Company at the address in the
Notice of Annual Meeting so that it is received by the Company no later
than February 1, 1996, and comply with such rules as may be prescribed from
time to time by the Securities and Exchange Commission regarding proposals
of security holders.
OTHER MATTERS
The management does not presently know of any other matters which will
be brought before the Special Meeting. If, however, other matters requiring
the vote of the shareholders, not now known or contemplated, do properly
come before the meeting or any adjournment thereof, it is the intention
of the persons named to vote the proxies held by them in accordance with
their judgment in such matters.
By Order of the Board of Directors,
MICHAEL K. MARKS
Vice President-Legal
& Secretary
October 10, 1995
5
<PAGE>
AMPAL-AMERICAN ISRAEL CORPORATION PROXY
This proxy is solicited on behalf of the Board of Directors and will be
voted FOR the approval of the amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Class A Stock
from 30,000,000 to 60,000,000, if no instructions to the contrary are
indicated.
The undersigned hereby constitutes and appoints SHLOMO RECHT, LAWRENCE
LEFKOWITZ and ALAN L. SCHAFFER, and each of them, as proxies with full
power of substitution in each, to represent the undersigned and vote all
shares of Class A Stock of the undersigned at the Special Meeting of
Shareholders of Ampal-American Israel Corporation to be held at the offices
of Bank Hapoalim B.M., 14th Floor, New York, New York, on Wednesday,
November 8, 1995, at 9:00 A.M., and at any adjournments thereof as
follows:
(Continued, and to be signed and dated on reverse side)
<PAGE>
/X/ Please mark
your vote
as this.
- ----------------------------
Class A
The Board of Directors recommends a vote FOR Proposal 1.
FOR AGAINST ABSTAIN
/ / / / / /
1. Approval of the amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of Class A Stock from
30,000,000 to 60,000,000.
2. In their discretion, upon such other matters as may properly come before
the meeting.
This proxy must be signed exactly as name appears hereon. Executors,
administrators, trustees, etc., should give full title as such. If stock
is held in name of joint holders, each should sign. If signer is a
corporation, please sign full corporate name by authorized officer.
Signature(s) Dated: , 1995
----------------------------------
Please complete, sign, date and mail this card promptly in the postage
prepaid return envelope provided.
