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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMPAL-AMERICAN ISRAEL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
New York 13-35685
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(State of Incorporation or Organization) (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)
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If this Form relates to the registration of a If this Form relates to the registration of
class of debt securities and is effective upon a class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the
please check the following box. [ ] effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
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(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of Each Exchange on Which
to be so registered Each Class is to be Registered
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NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
Class A Stock, Par Value $1.00 per share
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
This registration statement relates to the Class A Stock, par value
$1.00 per share, of Ampal- American Israel Corporation (the "Registrant"). The
Registrant has applied to list its Class A Stock on the Nasdaq National Market
and has received preliminary approval. Trading of the Class A Stock on the
Nasdaq National Market is expected to commence on May 1, 2000. The Registrant's
Class A Stock is currently listed on the American Stock Exchange. The Registrant
will cause the listing of the Class A Stock on the American Stock Exchange to be
terminated effective May 1, 2000.
Presently, the authorized capital stock of the Registrant consists of
60,000,000 shares of Class A Stock and 1,177,342 shares of Preferred Stock, par
value $5.00 per share (the "Preferred Stock"). The Preferred Stock consists of
189,287 shares of a series of Preferred Stock designated "4% Cumulative
Convertible Preferred Stock" (the "4% Preferred Stock") and 988,055 shares of a
series of Preferred Stock designated "6 1/2% Cumulative Convertible Preferred
Stock (the 6 1/2% Preferred Stock").
VOTING RIGHTS
Unless dividends on any outstanding Preferred Stock are in arrears for
three successive years, the holders of Class A Stock are entitled to one vote
per share on all matters voted upon. Notwithstanding the above, if dividends on
any outstanding series of Preferred Stock are in arrears for three successive
years, the holders of all outstanding series of Preferred Stock as to which
dividends are in arrears shall have the exclusive right to vote for the election
of directors until all cumulative dividend arrearages are paid. The shares of
Class A Stock do not have cumulative voting rights, which means that any holder
of at least 50% of the Class A Stock can elect all of the members of the
Registrant's Board of Directors.
DIVIDEND RIGHTS
Dividends on all classes of the Registrant's shares are payable as a
percentage of par value. The holders of the Registrant's presently authorized
and issued 4% Preferred Stock and 6 1/2% Preferred Stock (each having a $5.00
par value) are entitled to receive cumulative dividends at the rates of 4% and 6
1/2% per annum, respectively, payable out of surplus or net earnings of the
Registrant before any dividends are paid on the Class A Stock. If the Registrant
fails to pay such dividends on the Preferred Stock in any calendar year, such
deficiency must be paid in full, without interest, before any dividend may be
paid on the Class A Stock. After the payment of all cumulative dividends on all
Preferred Stock, the holders of the Class A Stock are entitled to receive
non-cumulative dividends at the rate of 4% per annum before any further
dividends are paid in such year upon the Preferred Stock. After the payment of
all cumulative dividends on all Preferred Stock and the 4% non-cumulative
dividend to the holders of the Class A Stock, any additional dividend declared
by the Board of Directors will be participated in by the holders of the 4%
Preferred Stock and Class A Stock on a pari passu basis.
Liquidation Rights
In the event of liquidation, dissolution or winding up of the
Registrant, the holders of the Preferred Stock will be entitled to receive an
amount equal to the par value of the Preferred Stock ($5.00 per share), sharing
pari passu, together with accrued dividends to the date of payment, before any
distribution or payment may be made to the holders of Class A Stock. After such
payment has been made to the holders of the Preferred Stock, any amounts
remaining for distribution to the shareholders will be paid first to the holders
of the Class A Stock until they have received an amount equal to the par value
of the Class A Stock, and then the shareholders will share in any further
liquidation distribution according to the number of shares held by each and the
par value thereof.
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Preemptive Rights and Redemption Provisions
No holder of any class of shares of the Registrant, now or hereafter
authorized, has any preferential or preemptive right to subscribe for, purchase
or receive any shares of any class of the Registrant, any options or warrants
for such shares, or any rights to subscribe to or purchase such shares or any
securities convertible into or exchangeable for, or carrying options or warrants
for, or other rights to purchase, such shares, which may at any time be issued,
sold or offered for sale by the Registrant. There are no redemption provisions
relating to the Class A Stock.
Conversion Rights
The Registrant's Preferred Stock may be authorized and issued in such
series and in such designations, preferences and privileges as may be determined
by its Board of Directors. There are presently authorized and issued two series
of Preferred Stock. The 4% Preferred Stock and 6 1/2% Preferred Stock are
convertible at any time into fully paid and non-assessable shares of Class A
Stock at the rate of five shares of Class A Stock for each share of 4% Preferred
Stock and three shares of Class A Stock for each share of 6 1/2% Preferred
Stock. The Class A Stock has no conversion rights.
Transfer Agent Registrar
The Transfer Agent Registrar for the Class A Stock is Chase Mellon
Shareholder Services, LLC, Ridgefield Park, New Jersey.
Item 2. Exhibits.
A. Amended and Restated Certificate of Incorporation of Ampal-American Israel
Corporation, dated May 28, 1997. (Filed as Exhibit 3a. to Form 10-Q, for the
quarter ended June 30, 1997 and incorporated herein by reference. File No.
0-538).
B. By-Laws of Ampal-American Israel Corporation as amended, dated June 9,
1998. (Filed as Exhibit 3 to Form 10-Q, for the quarter ended September 30, 1998
and incorporated herein by reference. File No. 0-538).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: April 28, 2000 By: /s/ ELI S. GOLDBERG
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Eli S. Goldberg
Vice President-Legal & Secretary
