Exhibit 3a
RESTATED
CERTIFICATE OF INCORPORATION
OF
AMPAL-AMERICAN ISRAEL CORPORATION
Under Section 807 of the Business Corporation Law
We, Michael Jaffe and Lawrence Lefkowitz, being respectively the
President and Secretary of Ampal-American Israel Corporation, in accordance with
Section 807 of the Business Corporation Law, do hereby certify:
1. The name of the corporation is now Ampal-American Israel Corporation.
The corporation was formed under the name Ampal-American Palestine Trading
Corporation.
2. The certificate of incorporation was filed by the Department of State
on February 6, 1942.
3. The text of the certificate of incorporation as amended and corrected
heretofore and now in effect is hereby restated, without making any amendment or
change, to read in full as follows:
"FIRST: The name of the corporation shall be AMPAL-AMERICAN ISRAEL
CORPORATION. SECOND: The purposes for which it is to be formed are:
1. To develop trade between the United States and Palestine
and its surrounding countries and to assist in the
development of the economic resources of Palestine.
2. To subscribe for and acquire shares of stock or interests,
bonds, notes, debentures, mortgages, deeds or certificates
of trust and other evidences of indebtedness of any
individuals, firms, corporations, association, incorporated
or unincorporated, cooperative or otherwise, for any
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industrial, commercial, banking credit, agriculture or
other purposes in or relating to Palestine.
3. To afford financial aid to commercial banking, credit,
industrial, and agricultural enterprises cooperative and
otherwise, in and relating to Palestine, so far as may be
permitted by the laws of the State of New York.
4. To manufacture, purchase, or otherwise acquire, hold, own,
manage, sell, pledge, transfer, export, import, trade and
deal in, goods, wares and merchandise of every character
and description, whether as principal or agent.
5. To purchase or otherwise acquire real and personal property
of every kind and description, and wheresoever situated,
including the stocks, bonds, or other evidences of
indebtedness of any corporation, domestic or foreign, and
to issue in payment or exchange therefor its stock,
debentures, notes, bonds or other obligations.
6. As a reasonable incident to the transaction of other
corporate business, and so far as consistent with the laws
of the State of New York, or where necessary to prevent
corporate funds from being unproductive to lend money to
individuals, firms, corporations or association in or
relating to Palestine.
7. To apply for, obtain, register, purchase, lease or
otherwise acquire, hold, own, use, operate, introduce,
sell, assign, or otherwise dispose of, any and all
copyrights, trademarks and patents and any and all
inventions, improvements, apparatus, appliances and
processes used in connection with or secured under letters
patent of the United States of America, or elsewhere or
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otherwise, and to use, exercise, develop and grant licenses
in respect of. or otherwise turn to account any such
copyrights, trademarks, patents, inventions, improvements,
apparatus, appliances, processes and the patents,
inventions, improvements, apparatus, appliances, processes
and the like so acquired.
8. To make and enter intocontracts of all kinds with and to
act as agent, factor or representative for any individual,
firm association, private, public, quasi-public or
municipal corporation, state, government or governmental
authority.
9. To make and enter into any agreement not repugnant to the
laws of the State of New York with any foreign governmental
or municipal authority which may be deemed for the benefit
of the company; to obtain from any such authority or
otherwise acquire by purchase, lease, assignment, or in any
lawful manner, any powers, rights, privileges, mandates,
franchises, and concessions not repugnant to such laws
which the company may deem desirable; and to exercise and
exploit the same, and to undertake and prosecute any
business dependent thereon.
10. To exercise in respect of all bonds, mortgages, debentures,
notes, shares of capital stock, securities, obligations,
contracts, evidences, of indebtedness and other property,
any and all the rights, powers and privileges of individual
owners thereof.
11. To purchase, hold, sell, transfer and reissue the shares of
its own stock provided that shares of its own stock
belonging to it shall not be voted upon directly or
indirectly; also to purchase, sell, transfer, pledge and
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reissue bonds, certificates of interest or debentures which
it may have issued.
12. So far as may be permitted by the laws of the State of New
York, to sell and dispose of any securities and any other
property, real or personal and to rediscount or assign any
negotiable paper, owned or acquired by the corporation in
the course of its business operations, and to borrow money
for its corporate purposes, and in that connection to
mortgage, pledge and hypothecate any shares of stock,
notes, deeds, or certificates of trust, bonds, debentures,
or other evidences of indebtedness or any other property
owned or held by it.
13. To aid by loan, subsidy, guaranty or in any other lawful
manner whatsoever, any individual, firm, corporation or
association whose bonds, stocks, or securities or other
obligations are in any manner, either directly or
indirectly held or guaranteed by the corporation; to do any
and all other acts toward the preservation, protection,
improvement or enhancement in value of any such stocks,
bonds, securities or other obligations, and to to do all
and any such acts or things designed to accomplish any such
purpose, not inconsistent with the laws of the State of New
York.
14. To authorize and permit any and all of the directors of the
Company, notwithstanding their official relations to it, to
enter into, negotiate, consummate and perform any contract,
agreement or transaction of any name or nature between the
Company and themselves, or any or all of the individuals
from time to time constituting the Board of Directors of
the Company, or any firm or corporation in which any such
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director may be interested, directly or indirectly, or
employed therein or connected therewith, or in which such
director or directors may hold any office as director,
officer, stockholder, employee, associate or partner, or
otherwise, whether or not such individual or individuals,
firm or corporation thus contracting with the company shall
thereby derive personal or corporate profit or benefit or
otherwise; the intent hereof being to relieve each and
every person who may be or become a director of the Company
from any disability that might otherwise exist of
contracting with the Company for the benefit of himself, or
of the copartnership or corporation in which he may be in
any wise interested.
15. To do any and all things herein set forth, and such other
things as are incidental, necessary or conducive to the
attainment of the above objects or any of them, to the same
extent as natural persons might or could do, and in any
part of the world, as principals, agents, commission
merchants, factors, contractors, trustees or otherwise,
alone or in company with others.
The objects and powers specified in any clause contained in this second
paragraph shall, except where otherwise expressed in said paragraph, be in no
wise limited or restricted by reference to or inference from the terms of any
other clause of this or other paragraph in this certificate of incorporation,
but the objects and powers specified in each of the clauses of this paragraph
shall be regarded as independent objects and powers.
The foregoing enumeration of powers shall not be held to limit or
restrict in any manner the lawful powers of this corporation. The corporation
shall have the power to conduct its business and promote its objects in all of
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its branches and to have one or more offices, and to hold, purchase, mortgage
and convey real and personal property, both within and without the State of New
York, in other states, in the territories and possessions of the United States,
in Palestine, and in all other foreign countries without restriction as to the
place where or as to the extent to which such business shall be carried on.
THIRD: The aggregate number of shares which the Corporation is
authorized to issue is Thirty-Four Million Nine Hundred Ninety-Two Thousand
Eight Hundred Fifty (34,992,850) shares divided into three classes as
herein-after set forth.
FOURTH: Said Thirty-Four Million Nine Hundred Ninety-Two Thousand Eight
Hundred Fifty (34,992,850) shares which the Corporation has authority to issue
shall be divided into three classes which shall consist of Sixty Thousand
(60,000) shares of Common Stock of the par value of Fifty Dollars ($50.00) per
share, Thirty Million (30,000,000) shares of Class "A" Stock of the par value of
One Dollar ($1.00) per share, and Four Million Nine Hundred Thirty-Two Thousand
Eight Hundred Fifty (4,932,850) shares of Preferred Stock of the par value of
Five Dollars ($5.00) per share.
The designations, preferences, privileges and voting powers or
restrictions or qualifications of each of the several classes of stock shall be
as follows:
A. Class "A" Stock, Common Stock and
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4% Cumulative Convertible Preferred Stock
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Six Hundred Fifty Thousand (650,000) shares of the authorized Preferred
Stock shall constitute a series of Preferred Stock designated "4% Cumulative
Convertible Preferred Stock."
The holders of the said Preferred Stock shall be entitled to receive
cumulative dividends at the rate of four (4%) percent per annum payable out of
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surplus or net earnings of the Corporation before any dividends are paid in such
year upon Common Stock or Class "A" Stock. The said dividends on the said
Preferred Stock shall be cumulative so that if the Corporation fails to pay such
dividends on such Preferred Stock in any calendar year, such deficiency shall be
paid in full (without interest) before any dividends shall be paid on Common
Stock or Class "A" Stock. If, after payment of all cumulative dividends on the
Preferred Stock, there shall remain any surplus, before any further dividends
are paid in such year upon the Preferred Stock, the holders of the Class "A"
Stock shall be entitled to receive non-cumulative dividends at the rate of 4%
per annum. If, after the payment of all cumulative dividends on the Preferred
Stock and payment of a non-cumulative dividend of 4% of the outstanding Class
"A" Stock, there shall remain any surplus, before the Common Stock shall be
entitled to receive dividends, the Preferred Stock and Class "A" Stock shall be
entitled to receive additional non-cumulative dividends at the rate of 8% (Eight
per cent) per annum. If, after payment of cumulative dividends on the Preferred
Stock and a payment of a non-cumulative dividend of 4% of the outstanding Class
"A" Stock, and an additional dividend of 8% of the Preferred Stock and Class "A"
Stock, there shall remain any surplus, before any additional dividends are
declared on the Preferred Stock and Class "A" Stock, the Common Stock shall be
entitled to receive a non-cumulative dividend not exceeding 12% and if
thereafter there shall remain any surplus, the same may be declared as dividends
by the Board of Directors upon the Preferred Stock, the Class "A" Stock and the
Common Stock which dividends shall be participated in pari passu by the holders
of Preferred Stock, Class "A" Stock and Common Stock.
In the event that the affairs of the Corporation are liquidated and its
assets distributed by dissolution, sale or otherwise, the holders of the
Preferred Stock then outstanding shall be paid the par value thereof and all
unpaid accrued dividends before any distribution shall be made to the holders of
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Common Stock or Class "A" Stock. After such payment to the Preferred
stockholders, the holders of the Common Stock and Class "A" Stock shall be paid
in an amount equal to the par value thereof; after which the then remaining
assets, if any, shall be distributed to the stockholders according to the number
of shares held by each and the par value thereof.
The holders of the Class "A" Stock shall be entitled to vote one (1)
vote for each share of such stock at all meetings of stockholders.
The holders of the Common Stock, at all meetings of stockholders, voting
as a class, shall be entitled to as many votes as shall equal the aggregate
number of votes to which all holders of Class "A" Stock, present either in
person or by proxy at such meeting or voting, shall be entitled to vote in
respect of the Class "A" shares.
Except as otherwise provided by law, the holders of the Preferred Stock
shall not have the right to vote at such elections, nor at any annual or special
meeting of the Corporation; nor shall they be entitled to vote in a proceeding
for mortgaging the property and franchises of the Corporation pursuant to
Section Sixteen of the Stock Corporation Law, for guaranteeing the bonds of
another corporation pursuant to Section Nineteen of the Stock Corporation Law,
for sale of the franchises and property pursuant to Section Twenty of the Stock
Corporation Law, for establishing priorities or creating preferences among the
several classes of stock pursuant to Section Thirty-Six of the Stock Corporation
Law, for consolidation pursuant to Section Eighty-Six of the Stock Corporation
Law, for voluntary dissolution pursuant to Section One Hundred and Five of the
Stock Corporation Law, nor for change of name pursuant to the General
Corporation Law. When, however, the Corporation fails to earn and pay any
dividends on the Preferred Stock for a period of three (3) successive years,
then and in that event alone, the holders of the Preferred Stock shall have the
exclusive right to vote at the election of directors one (1) vote for every
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share of stock. If at any time thereafter all the cumulative dividends on the
Preferred Stock shall be fully paid up to date, the holders of the Common Stock
and the Class "A" Stock shall again have the exclusive right to vote at meetings
of stockholders, except as otherwise provided by law.
The Preferred Stock, at the option of the respective holders thereof,
shall be convertible at any time and from time to time into fully paid and
non-assessable shares of Class "A" Stock, upon surrender to the Corporation or
to its Transfer Agent of the Certificates for Preferred Stock so to be
converted, duly endorsed in blank for transfer, in the ratio of five (5) shares
of Class "A" Stock for one (1) share of Preferred Stock. All shares of said
Preferred Stock so converted shall be returned and shall not again be issued by
the Corporation.
The Corporation shall at all times have in reserve a sufficient number
of shares of Class "A" Stock for issuance in exchange for shares of Preferred
Stock upon the terms and conditions hereinbefore set forth.
B. 6-1/2% Cumulative Convertible Preferred
Stock
Four Million Two Hundred Eighty-Two Thousand Eight Hundred Fifty
(4,282,850) shares of the authorized Preferred Stock shall constitute a
series designated "6 1/2% Cumulative Convertible Preferred Stock."
The holders of 6 1/2% Cumulative Convertible Preferred Stock shall be
entitled to receive cumulative dividends at the rate of six and one-half (6
1/2%) percent per annum, payable out of surplus or net earnings of the
Corporation before any dividends are paid in such year upon Common Stock or
Class "A" Stock. The said dividends on the said 6 1/2% Cumulative Convertible
Preferred Stock shall be cumulative so that if the Corporation fails to pay such
dividends on such 6 1/2% Cumulative Convertible Preferred Stock in any calendar
year, such deficiency shall be paid in full (without interest) before any
dividends shall be paid on Common Stock or Class "A" Stock. After the payment of
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all current and cumulative dividends payable on the 6 1/2% Cumulative
Convertible Preferred Stock in any year, no further dividends shall be paid in
such year upon the 6 1/2% Cumulative Convertible Preferred Stock.
There shall be no preferences as to the payment of dividends on either
the 4% Cumulative Convertible Preferred Stock or 6 1/2% Cumulative Convertible
Preferred Stock, which are payable prior to the payment of dividends on the
surplus or net earnings of the Corporation are less than the aggregate amount of
the dividends payable on the 4% Cumulative Convertible Preferred Stock and 6
1/2% Cumulative Convertible Preferred Stock, then any dividends paid shall be
applied ratably (according to the respective numbers of shares thereof
outstanding multiplied by the par value thereof) to the payment of the dividends
payable on the 4% Cumulative Convertible Preferred Stock and the dividends
payable on the 6 1/2% Cumulative Convertible Preferred Stock.
In the event that the affairs of the Corporation are liquidated and its
assets distributed by dissolution, sale or otherwise, the holders of the 6 1/2%
Cumulative Convertible Preferred Stock then outstanding shall be paid the par
value thereof and all unpaid accrued dividends before any distribution shall be
made to the holders of Common Stock or Class "A" Stock, and in connection with
any payments made upon liquidation of the Corporation, there shall be no
preferences as to the payment of such amounts on the 4% Cumulative Convertible
Preferred Stock or the 6 1/2% Cumulative Convertible Preferred Stock, but in the
event the assets of the Corporation to be distributed shall be less than the
amounts payable to the 4% Cumulative Convertible Preferred Stock and 6 1/2%
Cumulative Convertible Preferred Stock, then any such payments shall be applied
ratably (according to the respective numbers of shares outstanding) to the
amounts payable on the Cumulative Convertible Preferred Stock and to the amounts
payable on the 6 1/2% Cumulative Convertible Preferred Stock.
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Except as otherwise provided by law, the holders of the 6 1/2%
Cumulative Convertible Preferred Stock shall not have the right to vote at any
elections, nor at any annual or special meeting of the Corporation; nor shall
they be entitled to vote in a proceeding for mortgaging the property and
franchises of the Corporation, for guaranteeing the bonds of another
corporation, for sale of franchises and property, for establishing priorities or
creating preferences among the several classes of stock, for mergers or
consolidations of the Corporation, for voluntary dissolution, nor for a change
of name of the Corporation pursuant to the Business Corporation Law. When,
however, the Corporation fails to earn and pay any dividends on the Preferred
Stock for a period of three (3) successive years, then and in that event alone,
the holders of the Preferred Stock shall have the exclusive right to vote at the
election of directors one (1) vote for every share of stock. If at any time
thereafter all the cumulative dividends on the Preferred Stock shall be fully
paid up to date, the holders of the Common Stock and the Class "A" Stock shall
again have the exclusive right to vote at meetings of stockholders, except as
otherwise provided by law.
The 6 1/2% Cumulative Convertible Preferred Stock, at the option of the
respective holders thereof, shall be convertible at any time and from time to
time into fully paid and non-assessable shares of Class "A" Stock, upon
surrender to the Corporation or to its Transfer Agent of the Certificates for 6
1/2% Cumulative Convertible Preferred Stock so to be converted, duly endorsed in
blank for transfer, in the ratio of three (3) shares of Class "A" Stock for one
(1) share of 6 1/2% Cumulative Convertible Preferred Stock. All shares of said 6
1/2% Cumulative Convertible Preferred Stock so converted shall be returned and
shall not again be issued by the Corporation.
The Corporation shall at all times have in reserve a sufficient number
of shares of Class "A" Stock for issuance in exchange for shares of the 6 1/2%
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Cumulative Convertible Preferred Stock upon the terms and conditions
hereinbefore set forth.
The Board of Directors shall have the authority to issue the preferred
stock in series. The Board of Directors is authorized to determine the number of
shares in each subsequent series and to fix from time to time before issuance,
the designations, preferences, privileges and voting powers of the shares of
each subsequent series of the preferred stock and the restrictions or
qualifications thereof; provided that the shares of all series of the same class
having voting power shall not have more than one vote each, and when the stated
dividends and amounts payable on liquidation are not paid in full, the shares of
all series of the same class shall share ratably in the payment of dividends
including accumulations, if any, in accordance with the sums which would be
payable on said shares if all dividends were declared and paid in full, and in
any distribution of assets other than by way of dividends in accordance with the
sums which would be payable on such distribution if all sums payable were
discharged in full.
FIFTH: The office of the Corporation shall be located in the City of New
York, County of New York; and the address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the Corporation,
which may be served upon him is 10 Rockefeller Plaza, New York, New York.
SIXTH: The duration of the Corporation shall be perpetual.
SEVENTH: Deleted.
EIGHTH: [Omitted]
NINTH: [Omitted]
TENTH: [Omitted]
ELEVENTH: The Secretary of the State of New York is hereby designated
as the agent of the corporation upon whom process in any action or proceeding
may be served.
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4. The foregoing restatement of the certificate of incorporation was
authorized by the Board of Directors of the corporation at a duly constituted
meeting held on November 5, 1982.
IN WITNESS WHEREOF, we have executed this Restated Certificate of
Incorporation and affirm it to be true under the penalties of perjury this 23rd
day of December, 1982.
/s/ Michael Jaffe
-----------------------------
Michael Jaffe, President
/s/ Lawrence Lefkowitz
-----------------------------
Lawrence Lefkowitz, Secretary
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