Exhibit 3c
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMPAL-AMERICAN ISRAEL CORPORATION
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
We the undersigned, being President and Secretary of
Ampal-American Israel Corporation, do hereby certify as follows:
1. The name of the Corporation is AMPAL-AMERICAN ISRAEL
CORPORATION (the "Corporation"). The name under which the corporation was formed
is Ampal-American Palestine Trading Corporation.
2. The Certificate of Incorporation of the Corporation was filed
in the office of the Secretary of the State of New York on the 6th day of
February, 1942.
3. The Certificate of Incorporation of the Corporation, as
restated and filed in the Office of the Secretary of State of the State of New
York on the 29th day of December, 1982 (the "Restated Certificate of
Incorporation") is hereby amended to change the aggregate number of shares which
the Corporation is authorized to issue from Thirty-Four Million Nine Hundred
Ninety-Two Thousand Eight Hundred Fifty (34,992,850) shares to Thirty-Seven
Million Nine Hundred Thirty-Two Thousand Eight Hundred Fifty (37,932,850)
shares, so that paragraph THIRD of the Restated Certificate of Incorporation of
the Corporation shall read in its entirety as follows:
"THIRD: The aggregate number of shares which the
Corporation is authorized to issue is Thirty-Seven Million Nine
Hundred Thirty-Two Thousand Eight Hundred Fifty (37,932,850)
shares divided into three classes as hereinafter set forth."
E-16
4. The Restated Certificate of Incorporation is hereby amended to
change the number of authorized and outstanding shares of Common Stock from
Sixty Thousand (60,000) shares having a par value of Fifty Dollars ($50) per
share to Three Million (3,000,000) shares having a par value of One Dollar ($1)
per share, the terms of the change being at the rate of One (1) outstanding
share of Common Stock, par value Fifty ($50) Dollars per share for Fifty (50)
shares of Common Stock, par value One ($1) Dollar per share, so that the first
subparagraph of paragraph FOURTH of the Restated Certificate of Incorporation
shall read in its entirety as follows:
"FOURTH: Said Thirty-Seven Million Nine Hundred Thirty-Two
Thousand Eight Hundred Fifty (37,932,850) shares which the
Corporation has authority to issue shall be divided into three
classes which shall consist of Three Million (3,000,000) shares
of Common Stock having a par value of One Dollar ($1) per share,
Thirty Million (30,000,000) shares of Class "A" Stock having a
par value of One Dollar ($1) per share and Four Million Nine
Hundred Thirty-Two Thousand Eight Hundred Fifty (4,932,850)
shares of Preferred Stock having a par value of Five Dollars
($5.00) per share."
5. The Restated Certificate of Incorporation is hereby amended to
authorize the Class A shareholders, voting as a class, to elect 25% of the Board
of Directors (rounded up to the nearest whole number of directors), with the
remaining directors to be elected by both Common and Class A shareholders, so
that the fourth subparagraph of Section A of paragraph FOURTH of the Restated
Certificate of Incorporation shall read in its entirety as follows:
"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. At all elections of directors of the Corporation,
the holders of the Class "A" Stock, voting as a class, shall have
the right to elect a number of directors (rounded up to the
nearest whole number of directors) equal to 25% of the Board of
Directors as it may be constituted at the time of such election
("Class A Directors"), in accordance with the By-Laws of the
Corporation."
6. The Restated Certificate of Incorporation is hereby amended to
limit the holders of the Common Stock, at all meetings of stockholders, voting
E-17
as a class, on all matters other than the election of Class A Directors, 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 and voting,
shall be entitled to vote in respect of the Class A Stock, but not more than ten
times the number of shares of Common Stock then outstanding and entitled to
vote, so that the fifth subparagraph of Section A of paragraph FOURTH of the
Restated Certificate of Incorporation shall read in its entirety as follows:
"On all matters other than the election of the Class A
Directors, the holders of the Common Stock, at all meeting 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 and voting, shall be entitled to vote in respect
of the Class "A" Stock but not more than ten (10) times the
number of shares of Common Stock then outstanding and entitled to
vote."
7. The Restated Certificate of Incorporation is hereby amended to
prohibit issuance by the Company, so long as its Class A Stock is listed on the
American Stock Exchange, of any other class of security having voting rights
which would deprive the Class A Stock of its right to elect the Class A
Directors or which could vote, as a class, more than ten times the number of
shares of such other class of security then outstanding and entitled to vote or
which would otherwise adversely affect the voting rights of the Class A Stock,
by the addition of a new third subparagraph to paragraph FOURTH of the Restated
Certificate of Incorporation which shall read in its entirety as follows:
"So long as the Class "A" Stock is listed on the American
Stock Exchange, the Corporation shall not issue after March 17,
1983 any other class of security having voting rights which would
(i) deprive the Class "A" Stock of its right, voting as a class,
to elect the Class A Directors (as that term is hereinafter
defined), (ii) have the right to vote, as a class, more than ten
times the number of shares of such other class of security then
outstanding and entitled to vote or (iii) have voting rights
which would otherwise adversely affect the voting rights of the
Class "A" Stock; provided, however, that for the purposes hereof
E-18
the authorization or issuance of additional Class "A" Stock or
Common Stock or securities convertible into or exchangeable for
Class "A" Stock or Common Stock shall not be deemed to adversely
affect the voting rights of the holders of the Class "A" Stock."
8. The Restated Certificate of Incorporation is hereby amended to
preclude additional issuance of Common Stock or stock distribution shares on
Common Stock unless on or after March 17, 1983 at least an equal number of
shares of Class A Stock have been issued or distributed, by the addition of a
new second subparagraph to paragraph FOURTH of the Restated Certificate of
Incorporation which shall read in its entirety as follows:
"From and after March 17, 1983 the Corporation shall not
issue any additional shares of Common Stock or stock distribution
shares of Common Stock on or in respect of Common Stock unless at
least an equal number of shares of Class "A" Common Stock have
been issued or distributed since that date."
9. The Restated Certificate of Incorporation is hereby amended to
add anti-dilution provisions regarding the conversion privileges of the holders
of the 4% Cumulative Convertible Preferred Stock and the holders of the 6-1/2%
Cumulative Convertible Preferred Stock and to authorize cash payments in lieu of
issuing fractions of shares, so that the seventh subparagraph of Section A of
paragraph FOURTH of the Restated Certificate of Incorporation shall read in its
entirety as follows:
"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 (such
ratio to be appropriately adjusted, as determined by the Board of
Directors, to reflect all mergers, consolidations and other
reorganizations of the Corporation and all forward stock splits,
reverse stock splits, stock distributions, stock dividends or
other reclassifications or recapitalizations of or on the Class
"A" Stock). All shares of said Preferred Stock so converted shall
be retired and shall not again be issued by the Corporation. The
Corporation shall not be required to issue fractions of a share
of Class "A" Stock or scrip representing any such fraction of a
share upon conversion of the Preferred Stock. If any fraction of
a share of Class "A" Stock would, except for the provisions
hereof, be issuable on the conversion of any Preferred Stock, the
Corporation shall pay a cash adjustment in respect of such
fraction equal to the value of such fraction computed on the
basis of the Market Price per share of Class "A" Stock (as
E-19
hereinafter defined) on the date that the certificate
representing the Preferred Stock, in respect of which such
fraction would otherwise be issuable, is received by the
Corporation or its Transfer Agent for conversion. For the
purposes of this Certificate of Incorporation, the "Market Price"
per share of Class "A" Stock for a given date shall be deemed to
be the average of the daily closing prices for the 30 consecutive
business days ending with such date. The closing price for each
day shall be the last reported sale on the principal national
securities exchange on which the shares of Class "A" Stock are
admitted to trading or listed, or if not admitted to trading or
listed on any national securities exchange, the average of the
last highest reported bid and lowest reported asked prices as
furnished by the National Quotation Bureau Incorporated or such
other nationally recognized quotation service selected by the
Board of Directors for this purpose, if said Bureau is not at the
time furnishing quotations.";
and so that the sixth paragraph of Section B of paragraph FOURTH of the Restated
Certificate of Incorporation of the Corporation shall read in its entirety as
follows:
"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 (such ratio to be appropriately adjusted, as
determined by the Board of Directors, to reflect all mergers,
consolidations and other reorganizations of the Corporation and
all forward stock splits, reverse stock splits, stock
distributions, stock dividends or other reclassifications or
recapitalizations of or on the Class "A" Stock). All shares of
said 6-1/2% Cumulative Convertible Preferred Stock so converted
shall be retired and shall not again be issued by the
Corporation. The Corporation shall not be required to issue
fractions of a share of Class "A" Stock or scrip representing any
such fraction of a share upon conversion of the 6-1/2% Cumulative
Convertible Preferred Stock. If any fraction of a share of Class
"A" Stock would, except for the provisions of this subparagraph,
be issuable on the conversion of any 6-1/2% Cumulative
Convertible Preferred Stock, the Corporation shall pay a cash
adjustment in respect of such fraction equal to the value of such
fraction computed on the basis of the Market Price per share of
Class "A" Stock on the date that the certificate representing the
6-1/2% Cumulative Convertible Preferred Stock, in respect of
which such fraction would otherwise be issuable, is received by
the Corporation or its Transfer Agent for conversion."
E-20
10. The Restated Certificate of Incorporation is hereby amended
to eliminate all shareholder preemptive rights, by the addition of a new
paragraph SEVENTH to the Restated Certificate of Incorporation which shall read
in its entirety as follows:
"SEVENTH: No holder of shares of the Corporation of any
class, now or hereafter authorized, shall have any preferential
or preemptive right to subscribe for, purchase or receive any
shares of the Corporation of any class, now or hereafter
authorized, or 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
Corporation."
11. These amendments to the Restated Certificate of Incorporation
were authorized by the affirmative vote of the holders of a majority of all
outstanding shares entitled to vote thereon, at a meeting of the shareholders of
the Corporation duly called and held on the 17th day of March, 1983, a quorum
being present. In addition:
(i) The amendment described in paragraph Five of this Certificate of
Amendment was authorized by the affirmative vote of the holders of a majority of
Common shares voting as a class;
(ii) The amendment described in paragraph Six of this Certificate of
Amendment was authorized by the affirmative vote of the holders of a majority of
Common shares voting as a class;
(iii) The amendment described in paragraph Eight of this Certificate of
Amendment was authorized by the affirmative vote of the holders of a majority of
Common shares voting as a class;
(iv) The amendment described in paragraph Nine of this Certificate of
Amendment was authorized by the affirmative vote of the holders of a majority of
the 4% Cumulative Convertible Preferred shares voting as a class, and by the
E-21
affirmative vote of the holders of a majority of the 6-1/2% Cumulative
Convertible Preferred shares voting as a class: and
(v) The amendment described in paragraph Ten of this Certificate of
Amendment was authorized by the affirmative vote of the holders of a majority of
Common shares voting as a class, by the affirmative vote of the holders of a
majority of Class A shares voting as a class, and by the affirmative vote of the
holders of a majority of the 4% Cumulative Convertible Preferred shares voting
as a class.
IN WITNESS WHEREOF, we have executed this Certificate and
affirm the truth of the statement herein set forth under penalties of perjury
this 17th day of March, 1983.
/s/ Michael Jaffe
-----------------------------
Michael Jaffe, President
/s/ Lawrence Lefkowitz
-----------------------------
Lawrence Lefkowitz, Secretary
E-22