<PAGE>
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)
AMPAL-AMERICAN ISRAEL CORPORATION 1998 LONG-TERM 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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<TABLE>
<CAPTION>
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
- ---------------------------------- -------------------- ------------------------- ------------------ ----------------------------
<S> <C> <C> <C> <C>
Class A Stock 400,000 $5.125(1) $2,050,000 $604.75
- ---------------------------------- -------------------- ------------------------- ------------------ ----------------------------
- ---------------------------------- -------------------- ------------------------- ------------------ ----------------------------
</TABLE>
(1) Pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, the offering per share of the Registrant's Class A Stock,
$1.00 par value per share (the "Class A Stock") being registered
hereby 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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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Ampal-American Israel
Corporation, a New York corporation, (the "Registrant") with the Securities and
Exchange Commission (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, $1 par value per share (the
"Class A Stock"), contained in the latest registration statement of the
Registrant under the Securities Exchange Act of 1934 as amended (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
<PAGE>
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
advance of the final disposition of such action or proceeding in the manner
autorized 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 Ampal-American Israel Corporation 1998 Long-Term Incentive Plan.
(Filed as an Exhibit to the Registrant's Definitive Proxy, dated May
20, 1998, 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.
<PAGE>
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
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
<PAGE>
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 (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.
<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 *As Attorney-In-Fact For The August 20, 1998
- ------------------------- Foregoing Persons
Isaiah Halivni
/s/ Yehoshua Gleitman Chief Executive Officer August 20, 1998
- ------------------------- (Principal Executive Officer)
Yehoshua Gleitman
/s/ Shlomo Meichor Vice President-Finance August 20, 1998
- ------------------------- and Treasurer
Shlomo Meichor (Principal Financial Officer)
/s/ Alla Kanter Vice President-Accounting August 20, 1998
- ------------------------- and Controller
Alla Kanter (Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
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 Ampal-American Israel Corporation 1998 Long-Term Incentive
Plan. (Filed as an Exhibit to the Registrant's Definitive
Proxy, dated May 20, 1998, 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
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
<PAGE>
Exhibit 5
[LOGO]
Isaiah Halivni
Vice President-Legal Secretary
(212) 782-2110
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 400,000 shares of the Company's Class A Stock, $1 par
value (the "Shares"), to be offered for sale by the Company pursuant to the
Ampal-American Israel Corporation Long-Term Incentive Plan (the "Plan").
I have examined the Plan and 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.
<PAGE>
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, 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 President-Legal & Secretary
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration
statement of Ampal-American Israel Corporation on Form S-8 registering
400,000 shares of common stock 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.
Tel Aviv, 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 400,000 shares of common stock.
/s/ Arthur Andersen LLP
New York, New York ARTHUR ANDERSEN 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 400,000 shares of common stock.
/S/ Shorno Zip & Co.
--------------------
Shorno Zip & 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 to it included in this registration
statement on Form S-8 registrating 400,000 shares of common stock.
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 400,000 shares of common stock.
/s/ Fahn, Kanne & Co.
----------------------------------
Fahn, Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1998
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Ampal Holding (1991) Ltd. we hereby
consent to the incorporation by reference in this registration statement 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 400,000 shares of common stock.
/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 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-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 400,000 shares of common stock.
/s/ Fahn, Kanne & Co.
-----------------------
Fahn, Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1998
<PAGE>
[Letterhead]
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 400,000 shares of common stock.
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 10 k, for the year ended december
31, 1997 and to the reference to it included in this registration statement
on Form S-3 registrating 400,000 shares of common stock.
Yours sincerely,
/s/ Cohen, Eyal, Yehoalous & Co.
---------------------------------------
Cohen, Eyal, Yehoalous & 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 400,000 shares
of common stock of our report dated February 15, 1998 (relating to the
financial statements of Bay Heart 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.
Halfa, 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 400,000
shares of common stock.
/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 400,000 shares of common stock.
Tel Aviv, Israel
August 11, 1998
Yours truly,
/s/ KOST, FORER and GABBAY
----------------------------
KOST, FORER and GABBAY
Certified Public Accountants (Israel)
<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 400,000 shares of
common stock.
/s/ Arthur Andersen LLP
New York, New York ARTHUR ANDERSEN LLP
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 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 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 that registration statement on form S-8,
registering 400,000 shares of common stock.
/s/ Porat & Co.
----------------------------------
Porat & Co.
Certified Public Accountants (ISR.)
<PAGE>
[Letterhead]
Date: 11/08/98
To
AMPAL-AMERICAN ISRAEL CORPORATION
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of EPSILON INVESTMENT HOUSE 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 Firms 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 data by Epsilon Investment House Ltd.
/s/ Brightman Bar-Levav Friedman & Co.
- --------------------------------------
BRIGHTMAN BAR-LEVAV FRIEDMAN & CO.
Certified Public Accountants
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants 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 400,000 shares of common stock.
/s/ Somekh Chaikin
- ------------------------------------
Somekh Chaikin
Certified Public Accountants (Israel)
Tirat 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
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 400,000 shares of common stock.
/s/ Porat & Co.
------------------------------------
Porat & Co.
Certified Public Accounts (ISR.)
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Mivnart 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 400,000
shares of common stock.
/s/ Kost Forer and Gabbay
------------------------------------
KOST, FORER AND GABBAY
Certified Public Accountants (Israel)
Tel-Aviv, Israel
August 11, 1998
<PAGE>
[LETTERHEAD]
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 400,000
shares of common stock.
/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
statements 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 it Ampal
American Israel Corporation's included in this registration statement on Form
S-8 registering 400,000 shares of common stock.
Yours sincerely,
/S/ H.H.S.L. Hart & Hart & Co.
---------------------------------
H.H.S.L. Hart & Hart & 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 400,000
shares of common stock.
/s/ Kesselman & Kesselman
Tel Aviv, Israel
August 11, 1998
<PAGE>
[Letterhead]
12 August, 1998
Arthur Andersen LLP
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 400,000 shares of common stock.
/s/ Braude & Co.
- ------------------------
Braude & Co.
Certified Public Accountants
<PAGE>
[LETTERHEAD]
11 August 1998
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants of Orteck 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 400,000 shares of common
stock.
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 S-8,
registering 400,000 shares of common stock.
/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 400,000 shares of common stock.
/s/ Fahn, Kanne & Co.
---------------------
Fahn, Kanne & Co.
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1998
<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 400,000 shares of common stock.
/s/ Fahn, Kanne & Co.
------------------------------------
Fahn, Kanne & Co.
(Certified Public Accountants (Isr.)
Tel-Aviv, Israel
August 11, 1998
Member firm of GrantThornton 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 Investments 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 400,000 shares of common stock.
/s/ Kost, Forer and Gabbay
--------------------------------
Tel-Aviv, Israel KOST, FORER AND GABBAY
August 11, 1998 Certified Public Accountants
(Israel)
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants 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 400,000 shares of common stock.
/s/ Kost Forer and Gabbay
-------------------------------
Tel-Aviv, Israel KOST, FORER AND GABBAY
August 11, 1998 Certified Public Accountants
(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 400,000 shares of common stock.
/s/ BDO Almagor & Co.
- ---------------------------
BDO Almagor & Co.
Certified Public Accountants (Isr.)
Ramat-Gan, Israel
August 11, 1998
<PAGE>
INDPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement
of Ampal-American Israel Corporation on Form S-8 registering 400,000 shares
of common stock 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 400,000 shares
of common stock 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 of Kesselman & Kesselman]
43570-90028362 - 0
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 400,000 shares of common stock.
/s/ KESSELMAN & KESSELMAN
Tel-Aviv, Israel
August 11, 1998
Kesselman & Kesselman is a member of Coopers & Lybrand International,
a limited liability association incorporated in Switzerland
<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
