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Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMPAL-AMERICAN ISRAEL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation or Organization)
13-0435685
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(I.R.S. Employer Identification No.)
1177 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10036
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(Address of Principal Executive Offices) (Zip Code)
YEHOSHUA GLEITMAN INCENTIVE PLAN
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(Full Title of the Plans)
ISAIAH HALIVNI, VICE PRESIDENT-LEGAL AND SECRETARY
AMPAL-AMERICAN ISRAEL CORPORATION
1177 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10036
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(Name and Address of Agent For Service)
(212) 782-2100
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Telephone Number, Including Area Code, of Agent For Service.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share Price Fee
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Class A Stock 200,000 $ 6.75 (1) $1,350,000 $2,883.63
300,000 $ 8.00 (1) $2,400,000
500,000 $10.00 (1) $5,000,000
200,000 $ 5.125 (2) $1,025,000
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(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), the offering price per share of
options to purchase the Registrant's Class A Stock, $1.00 par value
per share (the "Class A Stock") to be offered pursuant to the Yehoshua
Gleitman Incentive Plan (the "Plan") is the price per share at which
such options may be exercised.
(2) Pursuant to Rule 457(c) under the Securities Act, the offering per
share of rights to purchase Class A Stock pursuant to the Plan is
$5.125, the average of the high and low prices of the Class A Stock
reported on the American Stock Exchange on August 17, 1998.
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EXPLANATORY NOTE
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), an information statement will be distributed to the holders
of stock options and purchase rights granted under the Yehoshua Gleitman
Incentive Plan (the "Plan"). The information statement and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of the Securities Act.
Pursuant to General Instruction C of Form S-8, this Registration Statement
contains a "Reoffer Prospectus" meeting the requirements of Part I of Form S-3
relating to reofferings and resales by certain persons of shares of Class A
Stock, $1.00 par value (the "Class A Stock") of Ampal-American Israel
Corporation, a New York corporation (the "Registrant") obtained pursuant to the
Plan.
FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION IN REOFFER PROSPECTUS OF
INFORMATION REQUIRED BY PART I OF FORM S-3
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FORM S-3 ITEM NUMBER LOCATION/HEADING IN PROSPECTUS
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<S> <C>
1. Forepart of Registration Statement Cover page
and Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Available Information; Documents
Cover Pages of Prospectus Incorporated by Reference
3. Summary Information, Risk Factors Address and Telephone Number; Risk
and Ratio of Earnings to Fixed Factors
Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholder
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and Interests of Named Experts and
Counsel Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Documents Incorporated by
Information by Reference Reference
13. Disclosure of Commission Position Not Applicable
on Indemnification for Securities
Act Liabilities
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REOFFER PROSPECTUS
1,200,000 SHARES
AMPAL-AMERICAN ISRAEL CORPORATION
CLASS A STOCK, PAR VALUE $1.00 PER SHARE
YEHOSHUA GLEITMAN INCENTIVE PLAN
This Prospectus is being used in connection with the offering from time to
time by Dr. Yehoshua Gleitman (the "Selling Stockholder"), the Chief Executive
Officer of Ampal-American Israel Corporation, a New York corporation (the
"Registrant"), of 1,200,000 shares of the Registrant's Class A Stock par value
$1.00 per share (the "Class A Stock") which have been or may be acquired by the
Selling Stockholder pursuant to the Yehoshua Gleitman Incentive Plan (the
"Plan"). The terms and conditions of the Plan are set forth in the form of stock
option and stock purchase agreement between the Registrant and the Selling
Stockholder that was attached as Exhibit 10p to the Registrant's Form 10-K for
the fiscal year ended December 31, 1997. The Plan consists of the grant to the
Selling Stockholder of (i) options to purchase 1,000,000 shares of Class A Stock
at various exercise prices and (ii) rights to purchase 200,000 shares of Class A
Stock at 80% of the fair market value of the Class A Stock and was approved by
the Registrant's stockholders at their annual meeting held on June 9, 1998.
The shares of Class A Stock covered by this Prospectus may be sold from time
to time by the Selling Stockholder in one or more transactions (which may
involve one or more block transactions) on the American Stock Exchange (the
"Amex"), in separately negotiated transactions, or in a combination of such
transactions. Each sale may be made either at market prices prevailing at the
time of such sale or at negotiated prices. However, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act of 1933, as amended, (the "Securities Act") may be sold under Rule 144
rather than pursuant to this Prospectus. All expenses of registration incurred
in connection with the registration under the Securities Act and the offering of
the Class A Stock offered hereby will be borne by the Registrant, but all
selling and other expenses (including commissions or discounts of underwriters,
broker-dealers or agents brokers fees, state and local transfer taxes and
expenses of counsel to the Selling Stockholder) incurred by the Selling
Stockholder will be borne by the Selling Stockholder.
Some or all of the shares of Class A Stock may be sold through brokers
acting on behalf of the Selling Stockholder or to dealers for resale by such
dealers, and in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts or commissions from the Selling
Stockholder and/or the purchasers of such shares for whom they may act as broker
or agent (which discounts or commissions are not anticipated to exceed those
customary in the types of transactions involved). In connection with such
resales or offers for resale, the Selling Stockholder and the brokers, dealers
or agents through whom such shares may be sold may be deemed to be
"underwriters" as such term is defined in Section 2(11) of the Securities Act,
in which event any profit on the sale of any or all of the Class A Stock by them
and any discounts or commissions received by any such brokers, dealers or agents
may be deemed to be underwriting discounts and commissions under the Securities
Act.
THE CLASS A STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 HEREOF.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS AUGUST 20, 1998
AVAILABLE INFORMATION
The Registrant is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). The Registrant has filed with the
Commission a Registration Statement (which term shall include all amendments
thereto) on Form S-8 under the Securities Act with respect to the shares of
Class A Stock offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission, and reference is hereby made to the
Registration Statement and related exhibits for further information with respect
to the Registrant and the Class A Stock. The Registration Statement and all
reports, proxy and information statements filed by the Registrant with the
Commission may be inspected, without charge, at the offices of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional offices at
Seven World Trade Center, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials may be obtained
from the public reference section of the Commission at its Washington address
upon payment of the prescribed fee. The Commission maintains a Web site that
contains, reports, proxy and information statements and other information
regarding registrants, including the Registrant, that file electronically. The
address of such site is http://www.sec.gov. The Class A Stock is listed on the
Amex and the Registrant's 6-1/2% Cumulative Convertible Preferred Stock is
traded on the NASDAQ SmallCap Market. Reports, proxy and information statements
and other information concerning the Registrant can be inspected at such
exchanges.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference and made a part hereof:
(1) The Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 1997;
(2) The Registrant's Quarterly Reports on Form 10-Q for its quarterly
periods ended March 31, 1998 and June 30, 1998;
(3) The Registrant's Current Report on Form 8-K, as filed by the Registrant
with the Commission on February 5, 1998; and
(4) The description of the Registrant's capital stock contained in the
latest registration statement of the Registrant under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall be deemed to
constitute a part hereof except as so modified or superseded.
The Registrant will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all documents incorporated by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Requests for such documents should be directed to Isaiah
Halivni, Esq., Ampal-American Israel Corporation, 1177 Avenue of the Americas,
12th Floor, New York, New York 10036, telephone number (212) 782-2100.
ADDRESS AND TELEPHONE NUMBER
The address of the Registrant's principal executive offices is 1177 Avenue
of the Americas, 12th Floor, New York, New York 10036. The telephone number of
the Registrant is (212) 782-2100.
RISK FACTORS
Conditions in Israel
General. Most of the companies in which the Registrant directly or
indirectly invests conduct their principal operations in Israel and are directly
affected by the economic, political, military, social and demographic conditions
there. A state of hostility has existed, varying as to degree and intensity,
between Israel and the Arab countries and the Palestine Liberation Organization
(the "PLO"). While negotiations have taken place and are taking place between
Israel, its Arab neighbors and the PLO to end the state of hostility in the
region, it is not possible to predict the outcome of these negotiations and
their eventual effect on the Registrant and its investee companies.
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For example, as of December 31, 1997, Industrial Buildings Corporation Ltd.
("Industrial Buildings"), the Registrant's 5.6%-owned affiliate, owned
approximately 13.2 million square feet of space in industrial buildings
throughout Israel. Approximately 6% of Industrial Buildings' space is located in
the administered territories. The Registrant cannot predict what effect future
developments in the ongoing peace process involving the State of Israel and the
PLO will have on this space. Historically, however, the Government of Israel has
compensated property owners for forfeitures resulting from government actions.
Economic Activity. In the early to mid-1980s, Israel's economy was
subject to a period of wide-spread inflation. However, for calendar year
1997, the annual rate of inflation was 7.0% (the lowest annual rate since
1969) and for the first four months of calendar year 1998 the annualized
inflation rate was 4.4%. The relatively low annual inflation rate since 1997
is generally attributed to the Bank of Israel's tight monetary policies
during such period. In the event that inflation were to return to such
previously high levels as would have a material impact on the Israeli economy
as a whole, then the Registrant and its investee companies could be
materially adversely affected.
Due in large part to the monetary policies of the Bank of Israel, the gross
domestic product of Israel has decreased from 7.1% in 1995 to 4.5% in 1996 and
1.9% in 1997. Additionally, during 1997, the shekel was devalued by 8.8%
relative to the U.S. dollar. There can be no assurance that the Registrant or
any of its Israeli investee companies will not be adversely affected in the
future by the continuation of this economic trend.
To offset the effects of inflation on the purchasing power of the Israeli
currency, the Government of Israel has instituted "linkage" policies which have
also been followed by most private organizations. Through linkage, the amount of
an obligation or payment is increased from time to time by an amount related to
changes in an index which may be the exchange rate of a foreign currency or a
price index. The payee is thus compensated for the relative decline in the
purchasing power of the shekel. Linkage adjustments may be based upon the total
or only a specified percentage of the change in the index being used. Many
obligations or payments in shekels are linked to the U.S. dollar or the Israeli
Consumer Price Index ("CPI"), including payment obligations and receivables of
many of the Registrant's investees.
Many of the Registrant's investee companies enter into shekel-based loans,
either as borrowers or as lenders, which are typically linked to the CPI.
Therefore, changes in (i) the CPI; (ii) the rate of exchange between the Israeli
shekel and the U.S. dollar; and (iii) inflation in Israel, can have a direct
effect on the Registrant's financial conditions and earnings.
Investment in MIRS
The Registrant's largest equity investment is in MIRS Communication
Company, Ltd. ("MIRS"), a company which coordinates and operates digital and
analog public-shared two-way radio and other services in Israel. The MIRS
digital wireless communication service is based on iDEN(TM) integrated wireless
communication technology.
As of June 30, 1998, the Registrant's total equity investment in MIRS was
approximately $83 million (with a financial exposure to the Registrant of
approximately $28 million after taking into account certain nonrecourse loans
used to fund a portion of such investment), comprising approximately 30% of
its aggregate equity investment in all investee companies. There can be no
assurance that MIRS can market its services successfully or profitably, and
failure to do so could have a material adverse effect on MIRS as well as the
Registrant.
Currently, there are two other cellular communication services providers in
Israel, Pelephone Communication Ltd. ("Pelephone") and Cellcom Israel Ltd.
("Cellcom"), each of which has a subscriber base which greatly exceeds that of
MIRS. Additionally, another company, Partner Ltd., has recently
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been licensed in Israel to act as a cellular communication services provider.
Competitive pressures could cause MIRS' services to lose market acceptance or
prevent such services from gaining market acceptance or suffer significant
price erosion, any of which could have a material adverse effect on the
operations of MIRS.
In order to serve as a cellular communications services provider in
Israel, a company must be licensed by the Israeli Ministry of Communications
("MOC"). The MIRS license is the largest intangible asset held by MIRS. The
license and its conditions can be changed unilaterally by MOC, from time to
time. Further, in January 1997, Cellcom filed a petition in the Supreme Court
of Israel against the operation of MIRS, which was subsequently withdrawn by
Cellcom prior to a hearing being held. Cellcom, however, reserved its right
to re-file the petition in the future. Having the license revoked or
materially altered could have a material adverse effect on MIRS and on the
Registrant.
Motorola Communications Israel Ltd. ("Motorola Israel"), which indirectly
owns two-thirds of the equity of MIRS, owns a 50% interest in Pelephone, a
significant competitor of MIRS. Additionally, Motorola Israel is currently
the only supplier of certain equipment which is essential for MIRS' iDEN(TM)
technology. There is no guarantee that Motorola Israel will not take any
actions in favor of Pelephone which would impede the ability of MIRS to
compete with Pelephone.
For additional risks associated with the Registrant's investment in MIRS,
see "Risk Factors--Technological Change" and "--Early State Investments; Limited
Investment Liquidity."
Competition for Investments
The Registrant competes for investment opportunities with other established
and well-capitalized investing entities. There can be no assurance that
opportunities will continue to be available to the Registrant at valuations and
on terms which are favorable.
Exemptive Order
In 1947, the Commission granted the Registrant an exemption from the
Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to an
exemptive order. The exemptive order was granted based upon the nature of the
Registrant's operations, the purposes for which it was organized, which have not
changed, and the interest of purchasers of the Registrant's securities in the
economic development of Israel. There can be no assurance that the Commission
will not reexamine the exemptive order and revoke, suspend or modify it. A
revocation, suspension or material modification of the exemptive order would
materially and adversely effect the Registrant. In the event that the Registrant
becomes subject to the provisions of the 1940 Act, it could be required, among
other matters, to make material changes to its management, capital structure and
methods of operation, including its dealings with principal shareholders and
their related companies.
Early Stage Investments; Limited Investment Liquidity
The Registrant acquires interests in businesses that it believes have
long-term growth potential. In certain cases, the Registrant makes an initial
investment at an early stage of a company's development and such investment may
not be readily marketable. In some instances, disposition of a particular
holding may be the only or principal way of realizing the economic benefit of
that holding. The Registrant's shares in certain investees, including MIRS, are
subject to various restrictions on transfer, including, in certain
circumstances, rights of first refusal in favor of the investee and other
shareholders. Accordingly these investments are relatively illiquid and have
a higher degree of risk than investments in established, publicly traded
companies.
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Technological Change
As of June 30, 1998, approximately 42.5% of the Registrant's total equity
investment was held in companies which are in "high technology" or
communications industries, including MIRS. The technologies underlying many
of such investee companies' products are subject to rapid evolution and
change. Each of such investee companies' future success depends, in large
measure, upon its ability to respond quickly and successfully to
technological advances by developing and marketing new and improved products
and services. There can be no assurance that such companies will be able to
foresee and respond to such advances, or that competitors, including those
with greater financial and other resources, will not succeed in developing
technologies, products or services that could be superior to such investees.
For specific risks associated with the Registrant's equity investment in
MIRS, see "Risk Factors--Investment in Mirs."
Real Estate Investment Risks
As of June 30, 1998, approximately 22.6% of the Registrant's total equity
investment was held in companies in the Real Estate industry. Real Estate
investments are subject to varying degrees of risk. The investment returns
available from equity investments in real estate depend in large part on the
amount of income earned and capital appreciation generated by the related
properties as well as the expenses incurred. Income from properties and real
estate values are also affected by a variety of other factors including
government regulation and applicable laws (including real estate, zoning, tax
and eminent domain laws). If such investee companies' properties do not
generate revenues sufficient to meet their operating expenses, including debt
service and capital expenditures, the income of such investees and the
ability to make distributions to their shareholders, including the
Registrant, will be adversely affected.
United States Banking Regulations
Bank Hapoalim B.M. ("Hapoalim"), which held approximately 25.7% of the
Registrant's Class A Stock as of July 31, 1998 (assuming conversion of the
Registrant's preferred stock owned by Hapoalim), is subject, through the
United States International Banking Act of 1978 ("IBA"), to the provisions of
the United States Bank Holding Company Act of 1956 ("BHC"). Due to the
Registrant's status as a subsidiary of Hapoalim for purposes of the IBA and
BHC, there may be limitations upon the direct or indirect investment
activities of the Registrant in the United States. While the Registrant
itself is considered to be a "grandfathered" investment of Hapoalim under the
IBA for purposes of the BHC (which status may be reviewed by the Board of
Governors of the Federal Reserve), the Registrant may not invest in more than
25% of the voting shares or the equity of United States corporations or
non-United States corporations which have a majority of their assets in, or
revenues derived from, the United States, subject to certain exceptions.
Management of the Registrant does not believe that these limitations
contained in the BHC and the regulations of the Board of Governors of the
Federal Reserve System thereunder have had or will have any material adverse
impact upon the Registrant or its operations.
Concentration of Ownership
As of July 31, 1998, Rebar Financial Corp. ("Rebar") was the holder of
approximately 43.1% of the outstanding Class A Stock and Hapoalim was the
holder of approximately 25.7% of the outstanding Class A Stock (assuming
conversion of the Registrant's preferred stock owned by Hapoalim). As a
result, Rebar and Hapoalim, if acting together, are in a position to exercise
control over most matters requiring shareholder approval, including the
approval of significant corporate transactions. Together, Rebar and Hapoalim
can elect 100% of the directors of the Registrant.
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Pursuant to a 1994 amendment to the Israeli Banking (Licensing) Law,
Israeli banks, including Hapoalim, had to reduce their holdings in, and means
of control of, non-banking corporations to 25% by December 31, 1996 and will
have to reduce such holdings to 20% by December 31, 1999. Hapoalim reduced
its holdings in the Registrant to meet the 25% limitation by December 1996
(as of July 31, 1998, Hapoalim was the holder of approximately 24.5% of the
Class A Stock, without assuming the conversion of any of the preferred stock of
the Registrant owned by Hapoalim). If Hapoalim were to dispose of its holdings
of the Registrant in public sales of its Class A Stock in order to meet its
requirements under the 20% restriction, there could be an adverse impact on
the market for Class A Stock. Additionally, if at any time either Rebar or
Hapoalim were to dispose of a significant portion of its respective holdings
of the Registrant in public sales of its Class A Stock, there could be an
adverse impact on the market for Class A Stock.
Year 2000 Compliance
The Registrant is currently in the process of identifying, evaluating and
implementing changes to computer programs necessary to address the year 2000
issue which is the result of computer programs having been written using two
digits instead of four to define a year. This issue affects computer systems
that have date sensitive programs that may recognize a date using "00" as 1900
rather than 2000. Systems that do not properly recognize such information could
generate erroneous data or cause a system to fail, resulting in business
interruption. The Registrant does not believe the cost of converting all
internal systems to be year 2000 compliant will be material to its financial
condition or results of operations.
The year 2000 issue is expected to affect the systems of various entities
with which the Registrant interacts. However, there can be no assurance that the
systems of other companies on which the Registrant's systems rely will be timely
converted, or that a failure by another company's systems to be year 2000
compliant would not have a material adverse effect on the Registrant.
USE OF PROCEEDS
The Registrant will not receive any of the proceeds from sales of Class A
Stock by the Selling Stockholder, although the Registrant will receive (i) the
exercise price upon the exercise of the stock options granted pursuant to the
Plan and (ii) the purchase price upon the exercise of the purchase rights
granted pursuant to the Plan.
SELLING STOCKHOLDER
This Prospectus relates to shares of Class A Stock which have been or may be
acquired by the Selling Stockholder pursuant to the exercise of options and
purchase rights granted to him pursuant to the Plan. The Selling Stockholder has
been the Chief Executive Officer of the Registrant since May 28, 1997. He is
also an executive officer and member of the Boards of Directors of many of the
Registrant's subsidiaries and affiliates. As of the date hereof, the Selling
Stockholder does not own any securities of the Registrant other than the options
to purchase 1,000,000 shares of Class A Stock granted to him pursuant to the
Plan and the rights to purchase 200,000 shares of Class A Stock at a 20%
discount from the fair market value of the Class A Stock granted to him pursuant
to the Plan. All 1,200,000 shares of Class A Stock being registered hereby are
being offered for the account of the Selling Stockholder.
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PLAN OF DISTRIBUTION
The shares of Class A Stock covered by this Prospectus may be sold from time
to time by the Selling Stockholder. Resales may be made pursuant to this
Prospectus or pursuant to an exemption from registration under the Securities
Act. Additionally, any securities covered by this Prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than pursuant to this Prospectus. The Selling Stockholder may sell the
shares of Class A Stock in one or more transactions (which may involve one or
more block transactions) on the Amex, in separately negotiated transactions, or
in a combination of such transactions. Each sale may be made either at market
prices prevailing at the time of such sales, at prices relating to such
prevailing market prices or at prices otherwise negotiated. Some or all of the
shares of Class A Stock may be sold through dealers acting on behalf of the
Selling Stockholders or to dealers for resale by such dealers, and in connection
with such sales, such brokers or dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholder and/or the purchasers of
such shares for whom they may act as broker or agent (which discounts or
commissions are not anticipated to exceed those customary in the types of
transactions involved). To the Registrant's knowledge, no specific brokers or
dealers have been designated by the Selling Stockholder nor has any agreement
been entered into in respect of brokerage commissions or for the exclusive or
coordinated sale of any securities which may be offered pursuant to this
Prospectus.
The Selling Stockholder and any brokers or dealers participating in the
distribution of any of the shares of Class A Stock or any broker executing
selling orders on behalf of the Selling Stockholder may be deemed to be
"underwriters" within the meaning of the Securities Act although the Selling
Stockholder disclaims such status, and their compensation may be regarded as
underwriters' compensation under the Securities Act. Any such broker or dealer
may be required to deliver a copy of this Prospectus, including a Prospectus
Supplement, if applicable, to any person who purchases any of the shares of
Class A Stock from or through such broker or dealer.
In order to comply with the securities laws of certain states, if
applicable, the shares of Class A Stock will be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the shares of Class
A Stock may not be sold unless they have been registered or qualified for sale
in such state or an exemption from such registration or qualification
requirement is available and is complied with.
The Registrant will not receive any of the proceeds from the offering
hereunder, although the Registrant will receive (i) the exercise price upon the
exercise of stock options granted pursuant to the Plan and (ii) the purchase
price upon the exercise of the purchase rights granted pursuant to the Plan. All
expenses of registration incurred in connection with the registration under the
Securities Act and the offering of the Class A Stock hereby have been borne by
the Registrant, but all selling and other expenses (including commissions or
discounts of underwriters, broker-dealers or agents broker fees, state and local
transfer taxes and expenses of counsel to the Selling Stockholder) incurred by
the Selling Stockholder will be borne by the Selling Stockholder.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Isaiah Halivni, counsel to the Registrant, is Vice President-Legal and
Secretary of the Registrant.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Registrant with the
Commission, are incorporated by reference in this Registration Statement as of
their respective dates:
(A) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(B) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1998 and June 30, 1998.
(C) The Registrant's Current Report of Form 8-K, as filed by the Registrant
with the Commission on February 5, 1998.
(D) The description of the Class A Stock contained in the latest
registration statement of the Registrant under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Isaiah Halivni, counsel to the Registrant, is Vice President-Legal and
Secretary of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation provides that the personal
liability of the directors of the Registrant 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. The Registrant's By-laws contain
provisions requiring indemnification of the Registrant's directors and officers
to the fullest extent authorized by the laws and statutes of the State of New
York. The By-laws require the Registrant to indemnify any person by reason of
the fact that such person, his testator or intestate is or was a director or
officer of the Registrant 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 the Registrant. The
By-laws require the Registrant to indemnify any person by reason of the fact
that such person, his testator or intestate is or was a director or officer of
the Registrant 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 the Registrant, if such person
acted in good faith, for a purpose which he believed to be in the best interests
of the Registrant, and in criminal actions or proceedings in which he had no
reasonable cause to believe that his conduct was unlawful. The Registrant's
By-laws further provide that indemnification for expenses as described above may
be paid in
11
<PAGE>
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.
The Registrant entered into an employment agreement with Lawrence Lefkowitz,
its former President, which included certain indemnification provisions.
Pursuant to such provisions, Mr. Lefkowitz was indemnified and held harmless by
the Registrant for all liabilities, losses, damages, costs and expenses
resulting from Mr. Lefkowitz's actions in his official capacity and as to his
actions in any other capacity while being employed by the Registrant. This
indemnification continues subsequent to Mr. Lefkowitz ceasing to be an employee
of the Registrant in September 1998.
Effective January 29, 1998, the Registrant purchased a directors and
officers liability policy in the amount of $20,000,000 issued by the Reliance
Insurance Company and by Great American Insurance Company. The cost of the
policy, which expires January 29, 2000, was $307,000. This policy provides
coverage to all of the officers and directors of the Registrant and of those
subsidiaries of which the Registrant owns more than 50% of the outstanding
voting stock.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4a. Form of Indenture dated as of November 1, 1984. (Filed as Exhibit
4a to Registration Statement No. 2-88582 and incorporated herein
by reference).
4b. 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).
5 Opinion of counsel re: legality.
10 Form of Stock Option and Stock Purchase Agreement between Ampal-
American Israel Corporation and Yehoshua Gleitman. (Filed as
Exhibit 10p to Form 10-K for fiscal year ended December 31, 1997
and incorporated herein by reference. File No. 0-538).
23(a) Consents of Auditors
AM-HAL Ltd.
Ampal-American Israel Corporation
Ampal Engineering (1994) Ltd.
Ampal Enterprises Ltd.
Ampal Financial Services Ltd.
Ampal Holding (1991) Ltd.
Ampal Industries (Israel) Ltd.
Ampal (Israel) Ltd.
Ampal Properties Ltd.
Bay Heart, Ltd.
Carmel Container Systems Ltd.
Coral World International Ltd.
Country Club Kfar Saba Limited
Epsilon Investment House Ltd.
Granite Hacarmel Investments Limited
12
<PAGE>
Hod Hasharon Sport Center (1992) Ltd. Partnership
Mivnat Holdings Ltd.
Moriah Hotels Ltd.
Nir Ltd.
Ophir Holdings Ltd.
Orlite Industries (1959) Ltd.
Ortek Ltd.
Paradise Industries Ltd.
Red Sea Marineland Holding (1973) Ltd.
Red Sea Underwater Observatory Ltd.
Renaissance Investment Co. Ltd.
Shmey-Bar Real Estate 1993 Ltd.
Shmey-Bar (T.H.) 1993 Ltd.
Teledata Communications Ltd.
Trinet Investment in High-Tech Ltd.
Trinet Venture Capital Ltd.
U.D.S.-Ultimate Distribution Systems Ltd.
23(b) Consent of counsel (included in Exhibit 5 above).
24 Power of Attorney
ITEM 9. UNDERTAKINGS.
A. Post Effective Amendments
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 subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of 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.
B. Subsequent Documents Incorporated by Reference
The undersigned Registrant hereby undertakes 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
13
<PAGE>
(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.
C. Claims for Indemnification
Insofar as indemnification for liabilities arising under 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 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 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.
14
<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 Tel Aviv, Israel, on the 20th day of August, 1998.
AMPAL-AMERICAN ISRAEL CORPORATION (Registrant)
By: /s/ Yehoshua Gleitman
---------------------------------------------
Yehoshua Gleitman, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in all
capacities and on the dates indicated.
Signatures Title Date
*
- ------------------------- Director
Michael Arnon
*
- ------------------------- Director
Benzion Benbassat
*
- ------------------------- Director
Yaacov Elinav
*
- ------------------------- Director
Hillel Peled
*
- ------------------------- Director
Shimon Ravid
- ------------------------- Director
Michael W. Sonnenfeldt
*
- ------------------------- Director
Daniel Steinmetz
*
- ------------------------- Director
Raz Steinmetz
/s/ Isaiah Halivni
- ------------------------- August 20, 1998
Isaiah Halivni *As Attorney-In-Fact For
The Foregoing Persons
/s/ Yehoshua Gleitman
- -------------------------- August 20, 1998
Yehoshua Gleitman Chief Executive Officer
(Principal Executive Officer)
/s/ Shlomo Meichor
- -------------------------- August 20, 1998
Shlomo Meichor Vice President-Finance
and Treasurer
(Principal Financial Officer)
/s/ Alla Kanter
- -------------------------- August 20, 1998
Alla Kanter Vice President-Accounting
and Controller
(Principal Accounting Officer)
15
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
4a. Form of Indenture dated as of November 1, 1984. (Filed as Exhibit
4a to Registration Statement No. 2-88582 and incorporated herein
by reference).
4b. 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).
5 Opinion of counsel re: legality.
10 Form of Stock Option and Stock Purchase Agreement between Ampal-
American Israel Corporation and Yehoshua Gleitman. (Filed as
Exhibit 10p to Form 10-K for fiscal year ended December 31, 1997
and incorporated herein by reference. File No. 0-538).
23(a) Consents of Auditors
</TABLE>
AM-HAL Ltd.
Ampal-American Israel Corporation
Ampal Engineering (1994) Ltd.
Ampal Enterprises Ltd.
Ampal Financial Services Ltd.
Ampal Holding (1991) Ltd.
Ampal Industries (Israel) Ltd.
Ampal (Israel) Ltd.
Ampal Properties Ltd.
Bay Heart, Ltd.
Carmel Container Systems Ltd.
Coral World International Ltd.
Country Club Kfar Saba Limited
Epsilon Investment House Ltd.
Granite Hacarmel Investments Limited
Hod Hasharon Sport Center (1992) Ltd. Partnership
Mivnat Holdings Ltd.
Moriah Hotels Ltd.
Nir Ltd.
Ophir Holdings Ltd.
Orlite Industries (1959) Ltd.
Ortek Ltd.
Paradise Industries Ltd.
Red Sea Marineland Holding (1973) Ltd.
Red Sea Underwater Observatory Ltd.
Renaissance Investment Co. Ltd.
Shmey-Bar Real Estate 1993 Ltd.
Shmey-Bar (T.H.) 1993 Ltd.
Teledata Communications Ltd.
Trinet Investment in High-Tech Ltd.
Trinet Venture Capital Ltd.
U.D.S.-Ultimate Distribution Systems Ltd.
23(b) Consent of counsel (included in Exhibit 5 above).
24 Power of Attorney
16
<PAGE>
Exhibit 5
[Letterhead]
August 20, 1998
Ampal-American Israel Corporation
1177 Avenue of the Americas
New York, New York 10036
Ladies & Gentlemen:
I am Vice President-Legal of Ampal-American Israel Corporation (the
"Company"), a New York corporation, and have acted as counsel in connection
with the registration by the Company, pursuant to a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), of 1,200,000 shares of the Company's Class A Stock, $1
par value (the "Shares"), to be offered for sale by the Company upon the
exercise of certain stock options ("Options") and purchase rights (the
"Rights") granted pursuant to the Yehoshua Gleitman Incentive Plan (the
"Plan").
I have examined the Plan the Company's Certificate of Incorporation and
By-laws, both as amended, and minute books and such other documents and
records as I have deemed necessary and relevant as a basis for my opinions
hereinafter set forth. For the purposes of this letter, I have assumed the
genuineness of all signatures and the conformity to original documents of all
instruments furnished to me for review or examination as copies.
I am a member of the Bar of the State of New York and, for purposes of the
opinions expressed in this letter, do not hold myself out as expert on, nor
am I, in rendering the opinions expressed herein, passing on the laws of any
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
I have deemed relevant, it is my opinion that:
1. The Company is a corporation duly organized under the laws of the
State of New York.
2. The Shares covered by the Registration Statement have been validly
authorized.
3. When (i) the Shares have been duly registered under the Act, (ii)
certificates for the Shares have been duly delivered, and (iii) the Company
has received the consideration to be received by it pursuant to the Plan and
upon exercise of the related Options and Rights, the Shares will be validly
issued, fully paid and non-assessable by the Company.
I hereby consent to the inclusion of this opinion in the Registration
Statement and to the references to me contained therein.
Very truly yours,
/s/Isaiah Halivni
Isaiah Halivni
Vice Present-Legal & Secretary
<PAGE>
Exhibit 23(a)
[LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement
of Ampal-American Israel Corporation on Form S-8 registering 1,200,000 shares
of common stock (underlying 1,000,000 stock options and 200,000 common stock
purchase rights) of our report dated February 24, 1998 (relating to the
financial statements of Am Hal Ltd. not presented separately therein)
appearing in the Annual Report on Form 10-K of Ampal-American Israel
Corporation for the year ended December 31, 1997.
/s/ Igal Brightman & Co.
Igal Brightman & Co.
Certified Public Accountant
Israel
August 11, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Ampal-American Israel Corporation, we
hereby consent to the incorporation by reference in this registration
statement of our report dated March 26, 1998 included in Ampal-American
Israel Corporation's Form 10-K for the year ended December 31, 1997 and to
all references to our Firm included in this registration statement on
Form S-8 registering 1,200,000 shares of common stock (underlying 1,000,000
stock options and 200,000 common stock purchase rights).
/s/Arthur Anderson LLP
New York, New York ARTHUR ANDERSON LLP
August 11, 1998
<PAGE>
[LETTERHEAD]
August 11, 1998
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Ampal Engineering (1994) Ltd. we hereby
consent to the incorporation by reference in this registration statement of
our report dated March, 18 1997 included in Ampal - American Israel
Corporation's Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement on Form S-8,
registering 1,200,000 shares of common stock (underlying 1,000,000 stock
options and 200,000 common stock purchase rights)
Shlome Ziv & Co.
Certified Public Accountants (Isr.)
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Ampal Enterprises Ltd. for the years
1996 and 1995 we hereby consent to the incorporation by reference in this
registration statements of our reports for the years 1996 and 1995 included
in Ampal - American Israel Corporation's Form 10K for the year ended December
31, 1997 and to the reference included in this registration statement on Form
S-8, registering 1,200,000 shares of common stock (underlying 1,000,000 stock
option and 200,000 common stock purchase rights).
Yours sincerely,
/S/ Cohen, Eyal Yehoshua & Co.
------------------------------
Cohen, Eyal Yehoshua & Co.
Certified Public Accountants (Isr.)
August 11, 1998
<PAGE>
[Letterhead]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As the former independent certified public accountants of Ampal Financial
Services Ltd., we hereby consent to the incorporation by reference in this
registration statement of our report dated March 10, 1997 included in
Ampal-American Israel Corporation's FORM 10-K, for the year ended December
31, 1996 and to all references to our firm included in this registration
statement on FORM S-8 registering 1,200,000 shares of common stock
(underlying 1,000,000 stock options and 200,000 common stock purchase rights).
/s/ Fahn, Kanne & Co.
-----------------------------------
Fahn, Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Ampal Holdings (1991) Ltd. we hereby
consent to the incorporation by reference in this registration of our report
dated March, 3 1998 included in Ampal - American Israel Corporation's Form
10-K for the year ended December 31, 1997 and to all references to our Firm
included in this registration statement on Form S-8' registering 1,200,000
shares of common stock (underlying 1,000,000 stock options and 200,000 common
stock purchase rights)
/s/ Schlomo, Ziv & Co.
------------------------------------
Schlomo, Ziv & Co.
Certified Public Accountants (lst.)
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants of Ampal Industries (Israel)
Ltd., we hereby consent to the incorporation by reference in this
registration statement of our report dated March 16, 1998 included in
Ampal-Americal Israel Corporation's FORM 10-K, for the year ended
December 31, 1997 and to all references to our firm included in this
registration statement on FORM S-8, registering 1,200,000 shares of common stock
(underlying 1,000,000 stock options and 200,000 common stock purchase rights).
/s/ Fahn, Kanne & Co.
------------------------
Fahn, Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Ampal (Israel) Ltd. for the years 1996
and 1995, we hereby consent to the incorporation by reference in this
registration statements of our reports for the years 1996 and 1995 included
in Ampal American Israel Corporation's form 10k for the year ended december
31, 1997 and to the reference to it included in this registration statement
on Form S-8 registrating 1,200,000 shares of common stock (anderlying
1,000,000 stock option and 200,000 common stock purchase rights).
Yours sincerely,
/s/ H.H.S.L. Haft & Haft & Co.
--------------------------------
H.H.S.L. Haft & Haft & Co.
Certified Public Accountants (Isr.)
August 11, 1998
<PAGE>
[Letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Ampal Properties Ltd. for the years 1996
and 1995, we hereby consent to the incorporation by reference in this
registration statements of our reports for the years 1996 and 1995 included
in Ampal American Israel Corporation's form 10k, for the year ended
december 31, 1997 and to the reference to it included in this registration
statement on Form S-8 registrating 1,200,000 shares of common stock
(underlying 1,000,000 stock option and 200,000 common stock purchase rights).
Yours sincerely,
/s/Cohen, Eyal, Yehoshua & Co.
------------------------------------
Cohen, Eyal, Yehoshua & Co.
Certified Public Accountants (Isr.)
August 11, 1998
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement
of Ampal-American Israel Corporation on Form S-8 registering 1,200,000 shares
of common stock (underlying 1,000,000 stock options and 200,000 common stock
purchase rights) of our report dated February 15, 1998 (relating to the
financial statements of Bayheart Ltd. not presented separately therein)
appearing in the Annual Report on Form 10-K of Ampal-American Israel
Corporation for the year ended December 31, 1997.
Igal Brightman & Co.
/s/Igal Brightman & Co.
- -----------------------
Haifa, Israel
August 11, 1998
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants of Bay Heart Ltd. we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 10, 1997 included in Ampal-American Israel Corporation's Form 10-K
for the year ended December 31, 1996 and to all references to our Firm
included in this registration statement on Form S-8, registering 1,200,000
shares of common stock (underlying 1,000,000 stock options and 200,000 common
stock purchase rights).
/s/ Ronel Stettner & Co.
-------------------------------------
RONEL STETTNER & CO.
Certified Public Accountants (Israel)
August 11, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Carmel Container Systems Ltd. we hereby
consent to the incorporation by reference in this registration statement of
our report dated March 9, 1998 included in Ampal-American Israel
Corporation's Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement on Form S-8,
registering 1,200,000 shares of common stock (underlying 1,000,000 stock
options and 200,000 common stock purchase rights).
Yours truly,
/s/ Kost, Forer and Gabbay
---------------------------------------
KOST, FORER and GABBAY
Certified Public Accounts (Israel)
Tel Aviv, Israel
August 11, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Coral World International, Ltd., we
hereby consent to the incorporation by reference in this registration
statement of our report dated March 26, 1997 included in Ampal-American
Israel Corporation's Form 10-K for the year ended December 31, 1997 included
in this registration statement on Form S-8 registering 1,200,000 shares of
common stock (underlying 1,000,000 stock options and 200,000 common stock
purchase rights).
/s/ Arthur Andersen LLP
----------------------------------
New York, New York ARTHUR ANDERSEN LLP
August 11, 1998
<PAGE>
August 11, 1998
[LETTERHEAD]
Gentlemen,
RE: CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
OF COUNTRY CLUB KFAR-SABA LTD.
------------------------------
As independent public accountants of Country Club Kfar Saba Ltd. We hereby
consent to the incorporation by reference in registration statement 2-88582,
of our report dated February 16, 1998 included in Ampal-American Israel
Corporation's Form 10-K for the year ended December 31, 1997 and to all
references to our firm included in that registration statement on form S-8,
registering 1,200,000 shares of common stock (underlying 1,000,000 stock
options and 200,000 common stock purchase rights).
Porst & Co.
-----------------------------------
/s/ Porst & Co.
Certified Public Accountants (ISR.)
<PAGE>
[LETTERHEAD]
Dated 11/08/98
To
AMPAL-AMERICAN ISRAEL CORPORATION
- ---------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
As independent public accountants of EPSILON INVESTMENT HOUSE LTD. we hereby
consent to the incorporation by reference to this registration statement of
our report dated February 11, 1998 included in Ampal-American Israel
Corporation (hereinafter - "Ampal") of Form 10-K for the year ended December
31, 1997 and to all references to our Firm included in the requested forms
from Ampal in order to register in August 1998 common stock of Ampal, as far
as related to the submitted date by Epsilon Investment House Ltd.
/s/Brightman, Barlevav, Friedman & Co.
- -------------------------------------
BRIGHTMAN BAR-LEVAV FRIEDMAN & CO.
Certified Public Accountants
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accounts of Granite HaCarmel Investments Limited, we
hereby consent to the incorporation by reference in this registration
statement of our report dated March 11, 1998 included in Ampal-American
Israel Corporation's Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement on Form S-8,
registering 1,200,000 shares of common stock (underlying 1,000,000 stock
options and 200,000 common stock purchase rights).
/s/Somekl Chaikin
- -------------------------------------
Certified Public Accountants (Israel)
Tirst HaCarmel, August 11, 1998
<PAGE>
[LETTERHEAD]
August 11, 1998
Arthur Andersen & Co
1345 Avenue of the Americas
New York, N.Y. 10105
Gentlemen,
RE: CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
OF HOD HASHARON SPORT CENTER (1992) LIMITED PARTNERSHIP
As independent public accountants of Hod Hasharon Sport Center (1992) Limited
Partnership. We hereby consent to the Incorporation by reference in
registration statement 2-88582 of our report dated March 4, 1998 included in
Ampal-American Israel Corporation's Form 10-K for the year ended December 31,
1997 and to all references to our firm included in that registration
statement on form S-8, registering 1,200,000 shares of common stock
(underlying 1,000,000 stock options and 200,000 common stock purchase rights).
/S/ Porat & Co.
-----------------------------------
Porat & Co.
Certified Public Accountants (ISR.)
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Mivnat Holding Ltd., we hereby consent
to the incorporation by reference in this registration statement of our report
dated March 10, 1998 included in Ampal-American Israel Corporation's Form
10-K for the year ended December 31, 1997 and to all references to our Firm
included in this registration statement on Form S-8, registering 1,200,000
shares of common stock (underlying 1,000,000 stock options and 200,000 common
stock purchase rights).
/s/ Kost Forer and Gabbay
-------------------------------
Tel-Aviv, Israel KOST, FORER AND GABBAY
August 11, 1998 Certified Public Accountants
(Israel)
<PAGE>
HAGGAI WALLENSTEIN, DOV & CO. C.P.A. (Isr.)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Moriah Hotels Ltd., we hereby consent to
the incorporation by reference in this registration statement, of our report
dated March 15, 1998 included in Ampal-American Israel Corporation's Form
10-K for the year ended December 31, 1997, and to all references to our Firm
included in this registration statement on Form S-8, registering 1,200,000
shares of common stock (underlying 1,000,000 stock options and 200,000 common
stock purchase rights).
/s/ HAGGAI WALLENSTEIN, DOV & CO.
--------------------------------------
HAGGAI WALLENSTEIN, DOV & CO.
Certified PUblic Accountants (Isr.)
Ramat-Gan, Israel
August 11, 1998
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Nir Ltd. for the years 1996 and 1995, we
hereby consent to the incorporation by reference in this registration
statement of our reports for the years 1996 and 1995 included in Form 10k for
the year ended december 31, 1997 and to the reference to Ampal American
Israel Corporation's included in this registration statement on Form S-8
registrating 1,200,000 shares of common stock (underlying 1,000,000 stock
option and 200,000 common stock purchase rights).
Yours sincerely,
/s/ H.H.S.L. Haft & Haft & Co.
------------------------------
H.H.S.L. Haft & Haft & Co.
Certified Public Accountants (Isr.)
August 11, 1998
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Ophir Holdings Ltd., we hereby consent
to the incorporation by reference in this registration statement of our
report dated August 11, 1998 included in Ampal-American Israel Corporation's
Form 10-K for the year ended December 31, 1997 and to all references to our
Firm included in this registration statement on Form S-8, registering
1,200,000 shares of common stock (underlying 1,000,000 stock options and
200,000 common stock purchase rights).
/s/ Kesselman & Kesselman
-------------------------------
Tel-Aviv, Israel
August 11, 1998
<PAGE>
[LETTERHEAD]
12 August, 1998
Arthur Andersen L.L.P.
1345 Avenue of the Americas
New York, NY 10105
USA
Re: Consent of Independent Public Accountants
As independent public accountants of Orlite Industries (1959) Ltd, we hereby
consent to the incorporation by reference in this registration statement of
our report dated 24 February 1997 included in Ampal-American Israel
Corporation's Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement on Form S-8,
registering 1,200,000 shares of common stock (underlying 1,000,000 stock
option and 200,000 common stock purchase rights).
/S/ Braude & Co.
- ------------------------------
Braude & Co.
Certified Public Acountants
<PAGE>
[Letterhead]
11 August 1998
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Ortek Ltd, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 1, 1998 included in Ampal-American Israel Corporation's Form 10-K for the
year ended 31 December 1997 and all references to our firm included in this
registration statement on Form S-8, registering 1,200,000 shares of common
stock (underlying 1,000,000 stock options and 200,000 common stock purchase
rights).
Yours sincerely
/s/ Bavly & Co.
- ------------------
Bavly & Co.
<PAGE>
[Letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Paradise Industries Ltd. we hereby
consent to the incorporation by reference in this registration statement of
our report dated February 24, 1998 included in Ampal-American Israel
Corporation's Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement on Form 5-8
registering 1,200,000 shares of common stock (underlying 1,000,000 stock
options and 200,000 common stock purchase rights).
/s/ Shlomo Ziv & Co.
---------------------------
Shlomo Ziv & Co.
Certified Public Accountants (Isr.)
<PAGE>
[Letterhead]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants of Red Sea Marineland Holding
(1973) Ltd., we hereby consent to the incorporation by reference in this
registration statement of our report dated March 21, 1998 included in
Ampal-American Israel Corporation's FORM 10-K, for the year ended December 31,
1997 and to all references to our firm included in this registration
statement on FORM S-8, registering 1,200,000 shares of common stock
(underlying 1,000,000 stock options and 200,000 common stock purchase rights).
/s/ Fahn, Kanne & Co.
-------------------------
Fahn, Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1998
Member firm of Grant Thornton International
<PAGE>
[Letterhead]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants of Red Sea Underwater Observatory
Ltd., we hereby consent to the incorporation by reference in this
registration statement of our report dated March 21, 1998 included in
Ampal-American Israel Corporation's FORM 10-K, for the year ended
December 31, 1997 and to all references to our firm included in this
registration statement on FORM S-8, registering 1,200,000 shares of common
stock (underlying 1,000,000 stock options and 200,000 common stock purchase
rights).
/s/ Fahn, Kanne & Co.
-------------------------
Fahn, Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1998
Member firm of Grant Thorton International
<PAGE>
[LETTERHEAD]
Date: 11/08/98
To
AMPAL-AMERICAN ISRAEL CORPORATION
- ---------------------------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants of RENAISSANCE INVESTMENTS CO. LTD., we
hereby consent to the incorporation by reference in this registration
statement of our report dated February 11, 1998 included in Ampal-American
Israel Corporation (hereinafter - "Ampal") of Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in the requested
forms of Ampal in order to register in August 1998 common stock of Ampal, as
far as related to the submitted data by Renaissance Investment Co. Ltd.
/s/Brightman, Barlevav, Friedman & Co.
-------------------------------------
BRIGHTMAN BAR-LEVAV FRIEDMAN & CO.
Certified Public Accountants
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants of Shmay-Bar Real Estate (1993) Ltd., we
hereby consent to the incorporation by reference in this registration
statement of our report dated February 18, 1998 included in Ampal-American
Israel Corporation's Form 10-K for the year ended December 31, 1997 and to
all references to our Firm included in this registration statement on Form
S-8, registering 1,200,000 shares of common stock (underlying 1,000,000 stock
option's and 200,000 common stock purchase rights).
/s/ KOST FORER and GABRAY
--------------------------
KOST, FORER and GABRAY
Certified Public Accountants
(Israel)
Tel Aviv, Israel
August 11, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts of Shmay-Bar (T.H.) 1993 Ltd., we hereby
consent to the incorporation by reference in this registration statement of
our report dated February 18, 1998 included in Ampal-American Israel
Corporation's Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement on Form S-8,
registering 1,200,000 shares of common stock. (underlying 1,000,000 stock
options and 200,000 common stock purchase rights).
/s/ Kost Fober and Gabbey
--------------------------------
Tel-Aviv, Israel Kost, Fober and Gabbay
August 11, 1998 Certified Public Accounts
(Israel)
<PAGE>
[Letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Teledata Communication Ltd. we hereby
consent to the incorporation by reference in this Registration Statement of
our report dated February 16, 1997 included in Ampal American Israel
Corporation Form 10-K for the year ended December 31, 1997 and to all
references to our firm in the said registration statement on Form S-8
registering 1,200,000 shares of common stock (underlying 1,000,000 stock
options and 200,000 common stock purchase rights.
/s/ BDO Almagor & Co.
- ------------------------------
BDO Almagor & Co.
Certified Public Accountants (Isr.)
Ramat-Cran, Israel
August 11, 1998
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement
of Ampal-American Israel Corporation on Form S-8 registering 1,200,000 shares
of common stock (underlying 1,000,000 stock options and 200,000 common stock
purchase rights) of our report dated March 9, 1998 (relating to the financial
statements of Trinet Investments In High Tech Ltd. not presented separately
therein) appearing in the Annual Report on Form 10-K of Ampal-American Israel
Corporation for the year ended December 31, 1997.
/s/ Igal Brightman & Co.
- ------------------------
Igal Brightman & Co.
Tel Aviv, Israel
August 11, 1998
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement
of Ampal-American Israel Corporation on Form S-8 registering 1,200,000 shares
of common stock (underlying 1,000,000 stock options and 200,000 common stock
purchase rights) of our report dated March 9, 1998 (relating to the financial
statements of Trinet Venture Capital Ltd. not presented separately therein)
appearing in the Annual Report on Form 10-K of Ampal-American Israel
Corporation for the year ended December 31, 1997.
/s/ Igal Brightman & Co
- ---------------------------
Igal Brightman & Co
Tel Aviv, Israel
August 11, 1998
<PAGE>
[Letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of U.D.S. Ultimate Distribution Systems
Ltd. we hereby consent to the incorporation by reference in this registration
statement of our report dated March 5, 1997 included in Ampal-American Israel
Corporation's Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement on Form S-8,
registering 1,200,000 shares of common stock (underlying 1,000,000 stock
options and 200,000 common stock purchase rights).
/s/ Kessel & Kessel
----------------------------
Tel-Aviv, Israel
August 11, 1998
<PAGE>
Exhibit 24
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned do hereby
constitute and appoint ISAIAH HALIVNI the true and lawful attorney for each
of the undersigned, and in their name, place and stead, as a director of
AMPAL-AMERICAN ISRAEL CORPORATION to sign (i) a Registration Statement on
Form S-8, registering 400,000 shares of Class A Stock, and (ii) a
Registration Statement on Form S-8, registering 1,200,000 shares of Class A
Stock (underlying 1,000,000 stock options and 200,000 purchase rights), and
any and all amendments to either of the above registration statements,
granting unto ISAIAH HALIVNI 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 each of the
undersigned might or could do in person, hereby ratifying and confirming all
ISAIAH HALIVNI may lawfully do or cause to be done by virtue hereof.
/s/Michael Arnon
- --------------------------- Date: August 20, 1998
Michael Arnon
/s/Benzion Benbassat
- --------------------------- Date: August 13, 1998
Benzion Benbassat
/s/Yaacov Elinav
- --------------------------- Date: August 20, 1998
Yaacov Elinav
/s/Hillel Peled
- --------------------------- Date: August 10, 1998
Hillel Peled
/s/Shimon Ravid
- --------------------------- Date: August 13, 1998
Shimon Ravid
- --------------------------- Date: August , 1998
Michael W. Sonnenfeldt
/s/Daniel Steinmetz
- --------------------------- Date: August 20, 1998
Daniel Steinmetz
/s/Raz Steinmetz
- --------------------------- Date: August 13, 1998
Raz Steinmetz
