July 21, 2005
Mr. Israel Eldar
Chief Financial Officer
American Israeli Paper Mills Ltd.
1 Meizer Street
Industrial Zone - P.O. Box 142
Hadera ISRAEL
Re: American Israeli Paper Mills Ltd.
Form 20-F for Fiscal Year Ended December 31, 2004
Filed June 28, 2005
File No. 1-04212
Dear Mr. Eldar:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
Form 20-F for the Fiscal Year Ended December 31, 2004
Controls and Procedures, page 48
1. We note that you performed an evaluation of the effectiveness
of
the design and operation of your disclosure controls and
procedures
within 90 days prior to your report. Please note that you were
required to perform your evaluation as of the last day of the
reporting period. Refer to Release 33-8238. Please amend your
filing
to comply.
Financial Statements, page 51
2. Please explain to us why your reconciliations to U.S. GAAP on
page
56 do not include an adjustment equal to your proportionate share
of
the differences between amounts recorded for Israeli GAAP and
amounts
recorded for U.S. GAAP in the financial statements of your
associated
companies.
Exhibits, page 93
3. We note that you provide an auditor`s report for Effeh Landfill
Ltd. With regard to this report:
* Please explain to us why this report is provided. We note that
this
company does not appear to be mentioned among your subsidiaries.
* Please tell us why you believe it appropriate to include this
report
on the two years ended December 31, 2004, rather than on the three
years ended December 31, 2004.
* Please tell us why you believe it is not inappropriate for the
financial statements of Effeh Landfill Ltd. to be audited by Bar-
Lev,
Merrari, Geva & Co., C.P.A., which firm does not appear to be
registered with the Public Company Accounting Oversight Board.
4. We note that the auditor`s report for Carmel Container Systems
Ltd.
makes reference to and places reliance on the work of other
auditors.
Please tell us the identity of such other auditors and whether
their
report is also included in your filing.
5. We note that the auditor`s report for Barthelemi Holdings Ltd.
makes reference to and places reliance on the work of other
auditors.
Please tell us the identity of such other auditors and whether
their
reports are also included in your filing.
6. We note that you provide an auditor`s report for M.M.M. United
Landfill Industries (1998) Ltd. With regard to this report:
* Please explain to us why this report is provided. We note that
this
company does not appear to be mentioned among your subsidiaries.
* Please tell us why you believe it is not inappropriate for the
financial statements of M.M.M. United Landfill Industries (1998)
Ltd.
to be audited by Mualem Glezer Inbar Junio & Co., which firm does
not
appear to be registered with the Public Company Accounting
Oversight
Board.
7. We note that the auditor`s report for TMM Integrated Recycling
Industries Ltd. makes reference to and places reliance on the work
of
other auditors. Please tell us the identity of such other
auditors
and whether their reports are also included in your filing.
8. We note that the auditor`s report for Mondi Business Paper
Hadera
Ltd. references only the financial statements at December 31,
2004,
and for the year ended December 31, 2004. Please amend your
filing to
include a reissued audit report on the financial statements of
this
company at December 31, 2003 and December 31, 2002, and for the
two
years ended December 31, 2003.
9. We note that you include a US GAAP Adjustments Report for
Rakefet
Marketing and Trade Services Ltd. Please explain to us your
relationship to this company and why this report is included.
10. As to US GAAP adjustments presented for associated companies,
amend your filing to include US GAAP adjustments for all periods
presented in your filing.
11. Please expand your disclosure to include explanatory language
that
clarifies your relationships to all companies whose financial
statements and/or audit reports are included in your filing.
Provide
sufficient information so that it is clear to the reader that all
of
the required information is, in fact, included.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.
You may contact Sandy Eisen at (202) 551-3864 if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3684 with any other
questions."
Sincerely,
April Sifford
Branch Chief
cc: Sandy Eisen
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Mr. Israel Eldar
American Israeli Paper Mills Ltd.
July 21, 2005
page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010