SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Ampal-American Israel Corporation
- -----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<page>
AMPAL-AMERICAN ISRAEL CORPORATION
660 MADISON AVENUE
NEW YORK, NEW YORK 10036
----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 16, 2002
----------------------------------
Dear Shareholder:
You are cordially invited to attend the annual meeting (the "Annual
Meeting") of the shareholders of Ampal-American Israel Corporation (the
"Company" or "Ampal") which will be held at the offices of Bryan Cave Robinson
Silverman, 1290 Avenue of the Americas, 31st floor, New York, NY 10104, on
Friday, August 16, 2002, at 10:00 a.m., local time, to consider and act upon the
following matters:
1. To elect seven (7) directors to the Board of Directors for the ensuing
year, to serve until their successors shall be elected and qualified;
2. To ratify the nomination of PricewaterhouseCoopers LLP as the
independent auditors of the Company for 2002; and
3. To transact such other business as may properly come before said
meeting or any adjournment or postponement thereof.
Information regarding the matters to be acted upon at the Annual Meeting is
contained in the accompanying Proxy Statement.
The Board of Directors of the Company has fixed the close of business on
June 28, 2002 as the record date for determining the shareholders entitled to
notice of, and to vote at, the Annual Meeting or any adjournment or postponement
thereof.
Please vote, date, sign and mail the enclosed Proxy in the return envelope.
You will not need postage if you mail it in the United States. A prompt response
will be helpful and appreciated.
By Order of the Board of Directors,
JACK BIGIO
President and Chief Executive Officer
New York, New York
July 31, 2002
YOUR VOTE IS IMPORTANT. PLEASE VOTE, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY, FOR WHICH A RETURN ENVELOPE IS PROVIDED, EVEN IF YOU PLAN TO ATTEND THE
ANNUAL MEETING. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<page>
AMPAL-AMERICAN ISRAEL CORPORATION
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 16, 2002
This Proxy Statement is being furnished to the holders of Class A Stock,
$1.00 par value (the "Class A Stock"), of Ampal-American Israel Corporation (the
"Company" or "Ampal") in connection with the solicitation of proxies on behalf
of the Board of Directors (the "Board") for use at the annual meeting of the
shareholders of the Company to be held on August 16, 2002, and at any
adjournments or postponements thereof (the "Annual Meeting"). The mailing
address of our principal executive office is 660 Madison Avenue, New York, NY
10036. The Notice of Annual Meeting of Stockholders and Proxy Card accompany
this Proxy Statement, all of which are being mailed on or about July 31, 2002 to
each shareholder entitled to vote at the annual meeting. In an effort to present
the information contained in this Proxy Statement in a clear manner, the Company
has decided to use a question and answer format.
Q: What am I voting on?
Election of Ampal's seven directors, four for renewed terms and three new
directors, and ratification of the nomination of PricewaterhouseCoopers LLP as
the independent auditors of the Company for 2002.
Q: Who is entitled to vote?
Holders of the Class A Stock as of the close of business on June 28, 2002
(the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting. At such date, the Company had 19,652,991 shares of Class A Stock
outstanding (excluding treasury shares). Each shareholder is entitled to one
vote for each share of Class A Stock held on the Record Date. The Class A Stock
does not have cumulative voting rights.
Q: How can I get a copy of Ampal's Annual Report on Form 10-K?
Upon request, the Company will provide, without charge to any shareholder
entitled to vote at the Annual Meeting, a copy of its Annual Report to the
Securities and Exchange Commission (the "SEC") on Form 10-K for 2001. Such
request should be made to the Secretary of the Company at the address shown on
the accompanying Notice of Annual Meeting of Shareholders. The Company's Annual
Report on Form 10-K, as well as its other filings with the SEC, are available
via the Internet at the SEC's website at http://www.sec.gov.
Q: How can I review Ampal's financial statements for 2001?
A copy of Ampal's Annual Report to the Shareholders for 2001 containing the
Company's 2001 audited financial statements has been mailed to all holders of
Class A Stock with this Proxy Statement on or about July 31, 2002.
Q: Who are the principal shareholders of Ampal and how will they vote?
As of the Record Date, Y.M. Noy Investments Ltd. ("Noy") was the holder of
approximately 58% of the outstanding Class A Stock. Noy is the only holder of
more than 10% of the Class A Stock known to the Company. (See page 15 for more
details regarding the principal shareholders.) Noy has advised the Company that
it will vote in favor of the Board's slate of nominees for directors and in
favor of the ratification of the nomination of PricewaterhouseCoopers LLP as the
Company's independent auditors.
Q: Was there any change of control in Ampal since the beginning of 2002?
On April 25, 2002, Noy completed the purchase of 11,444,112 shares of Class
A Stock of Ampal, constituting 58% of the outstanding Class A Stock, from Rebar
Financial Corp. ("Rebar"), a company controlled by Raz Steinmetz, the former
President and Chief Executive Officer of the Company and a former director of
the Company, and Daniel Steinmetz, the former Chairman of the Board of the
Company and a director, and from certain employees of Ampal. The aggregate
purchase price was $85,374,559.
Amendment No. 2 to Schedule 13D of Noy, Yosef A. Maiman, the Chairman of
the Board of the Company, Ohad Maiman and Noa Maiman, filed with the Securities
Exchange Commission on April 26, 2002 (the "Amendment"), stated the acquisition
of the Company's shares from Rebar was financed principally through bank
financing obtained from Bank Leumi le-Israel B.M. (the "Bank"), comprised of:
(1) a five-year loan at an interest rate of LIBOR (for six months or for three
months, as shall be agreed between Noy and the Bank) plus 1.75% per annum for
$19.4 million and (2) a two-year loan at an interest rate of LIBOR (for six
months or for three months, as shall be agreed between the Noy and the Bank)
plus 1% per annum for $58.5 million, up to $19.4 million of which may be
extended for a longer period of time. Mr. Maiman provided $9.5 million of the
purchase price of the shares in the form of a shareholder's loan to Noy.
According to the Amendment, the repayment of the credit facilities is guaranteed
by a personal guarantee by Mr. Maiman and secured by the Noy's pledge of the
shares to the Bank. This description of the terms of the financing is derived
solely from the Amendment.
The Amendment reports that the pledge agreement with the Bank includes
restrictions on Noy's voting rights and grants the Bank certain voting rights
with respect to the pledged shares, and that its credit agreement with the Bank
requires Noy to maintain a controlling interest in Ampal for so long as any
amounts remain outstanding pursuant to the credit facilities. The Amendment also
reports that Noy agreed that it will cause Ampal to not issue any shares of
Class A Stock or options to acquire shares of Class A Stock, except for employee
stock options to Ampal's employees, consultants and directors and provided that
Noy owns at least 50.1% of Ampal.
In addition, the Amendment reported that Noy has agreed, unless it has
received the prior consent of the Bank and until the credit facilities have been
repaid in full, to cause Ampal to refrain from making any decisions with regard
to its winding-up, change in corporate structure, reorganization or merger. The
Amendment reported that Noy has agreed with the Bank not to sign any voting or
other agreement regarding the shares and to oppose any change in Ampal's
certificate of incorporation and by-laws and any resolution or other act which
will or might result in the dilution of Noy's interest in Ampal.
Q: Who is bearing the cost of preparing this Proxy Statement?
The cost of preparing, assembling and mailing the Notice of Annual Meeting
of Shareholders, this Proxy Statement and the Form of Proxy is being borne by
the Company. The Company will also reimburse brokers who are holders of record
of shares of the Company for their expenses in forwarding proxies and proxy
soliciting material to the beneficial owners of the shares held by them.
Q. Besides shareholders, who else will attend the Annual Meeting?
Some of the directors of Ampal, senior management of Ampal, representatives
of PricewaterhouseCoopers LLP, whom the Board has nominated to be its
independent auditors, and representatives of Mellon Investor Services, the
Company's transfer agent, will be present at the Annual Meeting, will have an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions from shareholders. Representatives of Arthur
Andersen LLP, the Company's independent auditors for 2001, are not expected to
attend the Annual Meeting.
Q: What constitutes a quorum?
The holders of record of one-third of the outstanding Class A Stock
constitute a quorum for the Annual Meeting. Since as of the Record Date
19,652,991 shares of Class A Stock were outstanding (excluding treasury shares),
a quorum equals 6,550,997 shares of Class A Stock.
Q: How do I vote using the proxy?
Sign your name exactly as it appears in the proxy, and return it in the
enclosed prepaid envelope. IF YOU SIGN YOUR PROXY BUT DO NOT INDICATE YOUR
VOTING PREFERENCES, YOUR VOTE WILL BE COUNTED FOR ALL OF THE BOARD'S NOMINEES
FOR DIRECTORS AND THE RATIFICATION OF THE COMPANY'S INDEPENDENT AUDITORS.
Q: May I revoke my proxy?
A proxy may be revoked at any time before it is exercised at the Annual
Meeting by notifying the Company's Secretary in writing or by returning a
later-dated proxy. You may also revoke your proxy by voting in person at the
meeting (although your attendance at the Annual Meeting will not in and of
itself constitute revocation of a proxy).
Q: How many votes are needed for the election of a director?
The election of a nominee director requires a plurality of the votes cast
by the holders of shares entitled to vote at the Annual Meeting. (Proxies cannot
be voted for a greater number of persons than the number of nominees listed in
the Proxy Statement.) The Board of Directors of Ampal unanimously recommends the
election of the following persons to the Board of Directors: Yosef A. Maiman,
Jack Bigio, Leo Malamud, Dr. Joseph Yerushalmi, Michael Arnon, Yehuda Karni and
Eitan Haber. Set forth below is information about each nominee, including
biographical data for at least the last five years.
Q: How many votes are needed for the ratification of the nomination of
PricewaterhouseCoopers LLP as the independent auditors of the Company?
The ratification of the nomination of PricewaterhouseCoopers LLP as the
independent auditors of the Company requires a plurality of the votes cast by
the holders of shares entitled to vote at the Annual Meeting. The Board of
Directors of Ampal unanimously recommends the ratification of the nomination of
PricewaterhouseCoopers LLP as the Company's independent auditors for 2002.
Q: Can I abstain?
Yes, however, abstentions and "broker non-votes" (i.e., shares held by a
broker or nominee which are represented at the meeting, but with respect to
which the broker or nominee is not empowered to vote on a particular matter)
will be counted for purposes of determining a quorum but will not have any
effect on the election of directors or the ratification of the nomination of the
Company's auditors. Abstentions and broker non-votes will not be counted as
votes cast for or against any other matter which may properly come before and be
voted upon at the meeting.
Q: Was there a change in the Independent Auditors of the Company since the
beginning of 2002?
On June 19, 2002, the Company's Audit Committee recommended to the Board to
dismiss Arthur Andersen LLP ("Andersen") as the Company's independent auditors
and to engage PricewaterhouseCoopers LLP as the Company's independent auditors
for 2002. As recommended by the Audit Committee, on June 19, 2002, the Board
nominated PricewaterhouseCoopers LLP as the Company's independent auditors to
replace Andersen.
None of Andersen's reports on the Company's consolidated financial
statements for the past two years contained an adverse opinion or a disclaimer
of opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles.
During the two most recent fiscal years ended December 31, 2001, and
through June 19, 2002, there were no disagreements between the Company and
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Andersen's satisfaction, would have caused Andersen to make reference to the
subject matter in connection with its report on the Company's consolidated
financial statements for such years; and there were no reportable events, as
defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Andersen with a copy of the foregoing statements and
received a letter from Andersen stating its agreement with such statements.
During the Company's two most recent fiscal years ended December 31, 2001,
and through June 19, 2002, the Company did not consult PricewaterhouseCoopers
LLP with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, or any
matters or events set forth in Items 304(a)(2(i) and (ii) of Regulation S-K.
Q: Will any other matters be brought before the Annual Meeting?
The management does not presently know of any other matters which will be
brought before the Annual Meeting. If, however, other matters requiring the vote
of the shareholders, not now known or contemplated, do properly come before the
meeting or any adjournment or postponement thereof, it is the intention of the
persons named to vote the proxies held by them in accordance with their judgment
in such matters.
THE FOLLOWING QUESTIONS AND ANSWERS RELATE TO THE NOMINEES FOR
ELECTION TO THE BOARD OF DIRECTORS.
Q: How many directors does Ampal have?
The Company's By-Laws provide that the entire Board shall be constituted of
not less than three and not more than 29 persons, with the actual number serving
set by the Board. In connection with the nomination of the persons listed below
to the Board of Directors, the Board set the number of directors at 7. At
present there are only six directors. The Board recommends that the shareholders
elect the seven persons nominated by the Board.
Q: Who recommended the Company's slate of nominees?
Of the nominees set forth in this Proxy Statement and nominated by the
Board, all seven were recommended by Noy.
Q: Who are the Board's nominees for directors?
The following is a description of the nominees, their ages, their principal
occupations for the past five years and their tenure on the Board of Directors.
Director
Name Age Position with Ampal Since
- ---- --- ------------------- -----
Yosef A. Maiman 56 Chairman of the Board and Director 2002
Jack Bigio 36 President, Chief Executive Officer
and Director 2002
Leo Malamud 50 Director 2002
Michael Arnon 76 Director 1986
Dr. Joseph Yerushalmi 64 Nominee for Director
Yehuda Karni 73 Nominee for Director
Eitan Haber 62 Nominee for Director
YOSEF A. MAIMAN has been the Chairman of the Board of Ampal since April 25,
2002. Mr. Maiman has been President and Chief Executive Officer of Merhav Mnf.
Ltd. ("Merhav"), one of the largest international project development companies
based in Israel, since its founding in 1975. Mr. Maiman is also the Chairman of
the Board of Directors of Channel Ten, a commercial television station in
Israel, the Chairman of the Board of Eltek, Ltd. ("Eltek"), a developer and
manufacturer of printed circuit boards, a member of the Board of Directors of
the Middle East Task Force of the New York Council on Foreign Relations,
Honorary Consul to Israel of Peru and Special Ambassador for the Government of
Turkmenistan. Mr. Maiman is also member of the Board of Trustees of the Tel Aviv
University, Chairman of the Israeli Board of the Jaffee Center for Strategic
Studies at Tel Aviv University, a member of the Board of Governors of Ben Gurion
University, and the Chairman of the Board of Trustees of the International
Policy Institute for Counter Terrorism.
JACK BIGIO, has been the President and Chief Executive Officer of Ampal
since April 25, 2002, and a director of Ampal since March 2002. From 1998 until
April 2002, Mr. Bigio held various officer positions at Merhav, most recently as
the Senior Vice President - Operations and Finance. Mr. Bigio is also a director
of Eltek.
LEO MALAMUD has been a director of Ampal since March 2002. Since 1996, Mr.
Malamud was the Senior Vice President of Merhav. Mr. Malamud is also a director
of Eltek.
MICHAEL ARNON was Chairman of the Board of Directors of Ampal from November
1990 until July 1994, when he retired. Mr. Arnon has been a director of Ampal
since 1986. From July 1986 until November 1990, Mr. Arnon was President and
Chief Executive Officer of Ampal.
Dr. JOSEPH YERUSHALMI has been Senior Vice President - Head of Energy and
Infrastructure Projects of Merhav since 1995.
YEHUDA KARNI was a senior partner in the law firm of Firon Karni Sarov &
Firon, from 1961 until his retirement in 2000.
EITAN HABER was the Head of Bureau for the former Prime Minister of Israel,
Yitzhak Rabin, from July 1993 until November 1995. Since 1996, Mr. Haber has
been the President and Chief Executive Officer of Geopol Ltd., which represents
the Korean conglomerate Samsung in Israel and the Middle East; Kavim Ltd., a
production and project development company; and Adar Real Estate Ltd., a real
estate company. Mr. Haber is also a member of various non-profit organizations.
Q: What happens if a nominee becomes unavailable for election?
In case any nominee should become unavailable for election to the Board for
any reason, which is presently neither known nor contemplated, the persons named
in the proxy will have discretionary authority in that instance to vote the
proxies for a substitute.
Q: How long will each director serve?
Each director will serve for a term of one year and until his successor
shall be elected and qualified.
Q: What type of compensation do directors receive?
Directors of Ampal (other than Mr. Bigio) receive $500 per meeting of the
Board attended. The Chairman of the Board receives $2,000 per meeting of the
Board attended. Such persons also receive the same amount for attendance at
meetings of committees of the Board, provided that such committee meetings are
on separate days and on a day other than the day of a regularly scheduled Board
meeting. In addition, directors receive an annual grant of options to purchase
5,000 shares of the Company's Class A Stock, pursuant to one of the Company's
stock option plans described on page 13 below.
Q: Does the Board of Directors have any committees?
Yes. The Board of Directors has the following standing committees: Audit
Committee, Executive Committee, Related Party Transactions Committee and Stock
Option Committee. The Board will elect new members to the committees following
the Annual Meeting. For the fiscal year ended December 31, 2001, the members,
activities and functions of the various committees are as follows:
Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its
responsibility to oversee management's conduct of the Company's financial
reporting process, including the review of the financial reports and other
financial information provided by the Company to any governmental or regulatory
body, the public or other users thereof, the Company's systems of internal
accounting and financial controls, and the annual independent audit of the
Company's financial statements. As of December 31, 2001, the members of the
Audit Committee were Michael Arnon, Hillel Peled and Eliyahu Wagner.
The Audit Committee held 3 meetings during the last fiscal year. The Board
of Directors has adopted a charter for the Audit Committee, which was filed with
the Company's proxy statement for its annual meeting of shareholders in 2001.
All members of the Audit Committee are "independent" under the rules of the
NASDAQ currently applicable to the Company.
The information contained in this Proxy Statement with respect to the Audit
Committee and the independence of the members of the Audit Committee shall not
be deemed to be "soliciting material" or to be "filed" with the Securities and
Exchange Commission, nor shall such information be incorporated by reference
into any future filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates it by reference in such filing.
Report of the Audit Committee
July 17, 2002
To the Board of Directors of Ampal American Israel Corporation:
We have reviewed and discussed with management the Company's audited
financial statements as of and for the year ended December 31, 2001.
We have discussed with Arthur Andersen the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended, by the Auditing Standards Board of the
American Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and letter from
Arthur Andersen required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as amended, by the
Independence Standards Board, and have discussed with the auditors the
auditors' independence.
The members of the Audit Committee are not certified public
accountants, professional auditors or experts in the fields of accounting
and auditing and rely, without independent investigation, on the
information provided to them and on the representations made by management
and the independent accountants.
Based on the reviews and discussions referred to above, we recommended
to the Board of Directors that the audited financial statements referred to
above be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001.
AUDIT COMMITTEE
Michael Arnon, Chairman
Hillel Peled
Eliyahu Wagner
Audit Fees
Fees for the Company's audit for the fiscal year ended December 31, 2001 by
Arthur Andersen, the Company's independent auditors for 2001, were approximately
$196,000. The Company did not engage Andersen to perform any other services for
the Company and there were no other fees paid to Andersen during 2001.
Executive Committee
The Executive Committee meets as necessary between regularly scheduled
meetings of the Board of Directors and, consistent with certain statutory
limitations, exercises all authority of the Board of Directors. Since the
Company does not have a nominating committee or compensation committee, the
Executive Committee determines the Company's policies regarding executive
compensation.
The Executive Committee determined that the Company's policy for 2001
regarding executive compensation reflects the following:
The assets of the Company are almost entirely located in Israel, where
macro-economic and political factors have a greater influence on the
performance of the Company and its investees than is the case of businesses
in the United States. Consequently, performance of the Company and its
investees, to the extent the Executive Committee believes it is unrelated
to general economic conditions in Israel, is a factor in determining
executive compensation; but it is not the only factor in determining
compensation. Executives are also to be compensated on a basis which
reflects (i) their contributions to long-term strategic planning and
management, as this has the most beneficial effect upon the enhancement of
shareholder value and (ii) changes in the cost of living.
Determination of the compensation of the Chief Executive Officer reflected
the Company's overall performance and its recognition of the Chief Executive
Officer's contribution to the growth, success and profitability of the Company.
The members of the Executive Committee for the fiscal year ended December
31, 2001, were Daniel Steinmetz (Chairman), Raz Steinmetz and Hillel Peled.
Messrs. Steinmetz resigned from the Board of Directors on April 25, 2002.
The Executive Committee held three meeting during the last fiscal year and
acted by written consent three times.
Related Party Transactions Committee
The Related Party Transactions Committee reviews and approves the fairness
of business transactions between Ampal and related parties. The members of the
Related Party Transactions Committee were Mr. Peled (Chairman), Mr. Arnon and
Kenneth L. Henderson. Mr. Henderson resigned from the Board of Directors on
April 25, 2002.
The Related Party Transactions Committee did not meet in 2001.
Stock Option Committee
The Stock Option Committee administers the Company's stock option plans and
other option grants. The members of the Stock Option Committee were Eliyahu
Wagner (Chairman), Mr. Arnon and Mr. Peled.
The Stock Option Committee met two times in 2001 and acted by written
consent two times.
Q: Did all directors attend all of the Board and Committee meetings in 2001?
All directors attended more than 75% of the aggregate of (1) the total
number of meetings of the Board of Directors held during 2001 for which such
individual was a director and (2) the total number of meetings held by all
committees of the Board on which such individual served in 2001 (during the
period of such service). In total, the Board of Directors held four regularly
scheduled meetings during 2001 and did not act by written consent during 2001.
Q: Who are the Company's executive officers?
Executive officers are elected annually by the Board of Directors. Other
than Alla Kanter and Giora Bar-Nir, the executive officers of the Company named
in the Company's Annual Report on Form 10-K for the year 2001 resigned in
connection with Noy's purchase of the shares of Class A Stock from Rebar. The
persons appointed by the Board of Directors to serve as executive officers are
described below. The descriptions of Mr. Maiman, Chairman of the Board of
Directors of Ampal, and Mr. Bigio, Chief Executive Officer and President of
Ampal, can be found above with the descriptions of the nominees for the Board.
The following is a description of the executive officers, other than Messrs.
Maiman and Bigio, their ages, their positions and offices with Ampal or its
subsidiaries and their principal occupations and employment during the past five
years.
ALLA KANTER, 44, has been Vice President-Accounting since September 1995.
Ms. Kanter was the Controller from August 1990 until March 2002.
SHLOMO SHALEV, 40, has been Senior Vice President - Investments since May
2002. From August 1997 through April 2002, Mr. Shalev was Vice President in
Ampal Industries (Israel) Ltd, a wholly owned subsidiary of the Company. From
August 1994 through July 1997, Mr. Shalev was the Israeli Consul for Economic
Affairs in the northwest region of the Unites States.
DAFNA SHARIR, 33, has been Senior Vice President - Investments since May
2002. From March 1999 through April 2002, Ms. Sharir was a Director of Mergers
and Acquisitions of Amdocs Limited. From July 1998 through February 1999, Ms.
Sharir was an international tax consultant at Kost Forer & Gabay, a member of
Ernst & Young International.
IRIT ELUZ, 35, has been the Chief Financial Officer, Vice President -
Finance and Treasurer since May 2002. From January 2000 through April 2002, Ms.
Eluz was the Associate Chief Financial Officer of Merhav. From June 1995 through
December 1999, Ms. Eluz was the Chief Financial Officer of Kamor Group.
YORAM FIRON, 33, has been Secretary and Vice President - Investments and
Corporate Affairs since May 2002. During the preceding five years, Mr. Firon was
a Vice President of Merhav and a partner in the law firm of Firon Karni Sarov &
Firon.
NITSAN YANOVSKI, 41, has been Vice President - Business Development since
May 2002. During the preceding five years, Mr. Yanovski was Vice President -
Business Development of Ampal Industries (Israel) Ltd., a wholly owned
subsidiary of the Company.
GIORA BAR-NIR, 45, has been the Controller since March 2002. During the
preceding five years, Mr. Bar-Nir was the Controller of the Israeli subsidiaries
of Ampal.
Q: How are the Company's executives compensated?
The table below sets forth the information regarding remuneration paid or
accrued for services to Ampal and its subsidiaries rendered by the executive
officers named below during the three fiscal years ended December 31, 2001, 2000
and 1999.
<page>
<table>
<caption>
Annual Compensation
----------------------------------------- Long-Term
Compensation
Awards
Number of
Name and Other Securities
Principal Annual Underlying All Other
Position Year Salary Bonus Compensation Options(14) Compensation
- --------- ---- ------ ----- ------------ ------------ ------------
<s> <c> <c> <c> <c> <c> <c>
Raz Steinmetz(1) 2001 $318,344 $98,459 $24,859(2) 30,000 $74,997(3)
(Chief Executive 2000 175,369 20,555(2) 655,000 51,644(4)
Officer and President) 1999 176,123 49,822 10,097(2) 30,000 41,085
Shlomo Meichor(6)
(Vice President- 2001 169,567 53,578 15,205(2) 24,000 51,110(7)
Finance and 2000 156,150 44,056 14,849(2) 374,000 46,281(8)
Treasurer) 1999 180,317 7,701(2) 24,000 37,609(9)
Alla Kanter(10)
(Vice President- 2001 133,538 11,105 15,000 18,138(11)
Accounting and 2000 126,036 10,476 15,000 17,007(12)
Controller) 1999 116,300 9,700 15,000 15,598(13)
</table>
- -----------
(1) Mr. Steinmetz was Ampal's Chief Executive Officer and President from July
1999 until April 2002. Pursuant to an employment agreement, dated January
1, 1997, Mr. Steinmetz was entitled to receive a base salary of $250,000
(payable in NIS) per annum (plus benefits). His agreement stated that it
could be terminated by either party upon 30 day notice.
(2) Consists of amounts reimbursed for the payment of taxes.
(3) Comprised of Ampal (Israel)'s contribution pursuant to: (i) Ampal
(Israel)'s Pension Plan of $32,323, (ii) Ampal (Israel)'s education fund of
$17,816 and (iii) use of a car of $24,858.
(4) Comprised of Ampal (Israel)'s contribution pursuant to: (i) Ampal
(Israel)'s Pension Plan of $ 27,967 and (ii) Ampal (Israel)'s education
fund of $13,250 and (iii) use of a car of $10,427.
(5) Comprised of Ampal (Israel)'s contribution to: (i) Ampal (Israel)'s Pension
Plan of $27,877 and (ii) Ampal (Israel)'s education fund of $13,208.
(6) Mr. Meichor was Ampal's Vice President-Finance and Treasurer from April
1998 until May 2002. Pursuant to an employment agreement, dated March 5,
1998, Mr. Meichor received a base salary of $164,000 per annum, adjusted
annually in accordance with the United States consumer price index (payable
in NIS) plus benefits and use of a car. His agreement stated that it could
be terminated upon two months' notice and after the two months' notice
period expires Mr. Meichor would be entitled to receive his salary for an
additional six months. In the event of a change of control of the Company,
Mr. Meichor was entitled to resign and to receive his salary for an
additional six months.
(7) Comprised of Ampal (Israel)'s contribution pursuant to: (i) Ampal
(Israel)'s Pension Plan of $22,893, (ii) Ampal (Israel)'s education fund of
$12,247 and (iii) use of a car of $15,970.
(8) Comprised of Ampal (Israel)'s contribution pursuant to: (i) Ampal
(Israel)'s Pension Plan of $28,308; (ii) Ampal (Israel)'s education fund of
$11,809 and (iii) use of a car of $6,163.
(9) Comprised of Ampal (Israel)'s contribution pursuant to: (i) Ampal
(Israel)'s Pension Plan of $19,323; (ii) Ampal (Israel)'s education fund of
$10,818, and (iii) use of a car of $3,958.
(10) Ms. Kanter has been Vice President-Accounting of Ampal since September 1995
and was Controller of Ampal from August 1990 until March 2002.
(11) Comprised of Ampal's contribution pursuant to: (i) Ampal's Pension Plan of
$13,965 and (ii) Ampal's Savings Plan of $4,173.
(12) Comprised of Ampal's contribution pursuant to: (i) Ampal's Pension Plan of
$12,927 and (ii) Ampal's Savings Plan of $4,080.
(13) Comprised of Ampal's contribution pursuant to: (i) Ampal's Pension Plan of
$11,827 and (ii) Ampal's Savings Plan of $3,771.
(14) Represents the number of shares of Class A Stock underlying options granted
to the named executive officers.
Q: How many options do the executive officers own?
Fiscal Year-End Option Values
Shares Number of Securities
Acquired Value Underlying Unexercised Options
on Exercise Realized at Fiscal Year End(1)
----------- -------- ------------------------------
Name (#) ($) Exercisable Unexercisable
Raz Steinmetz(2).... 200,000 515,000
Shlomo Meichor(3)... 2,000 $44,800 128,000 292,000
Alla Kanter......... 37,500 7,500
- -----------
(1) This table represents the total number of shares of Class A Stock subject
to stock options held by each of the named executive officers at December
31, 2001. None of the outstanding options are in-the-money.
(2) Resigned on April 25, 2002.
(3) Resigned on May 21, 2002.
<page>
Option Grants in Fiscal Year
The following table sets forth certain information regarding stock options
granted to purchase our Class A Stock to our named executive officers during
fiscal year 2001 pursuant to the 1998 Long-term Incentive Plan:
<table>
<caption>
Annual Compensation
- -----------------------------------------------------------------------------------------------------------------
Potential Realizable Value
Number of % of Total at Assumed Annual Rates
Securities Options of Stock Price Appreciation
Underlying Granted to Exercise For Option Term
Option Employees in Price Expiration ---------------------------
Name Granted Fiscal Year Per Share(3) Date 5% 10%
- ---------------------- ----------- ------------ ------------- ---------- ---------------------------
<s> <c> <c> <c> <c> <c> <c>
Raz Steinmetz(1)...... 30,000 15% $5.94 12-15-06 $49,233.00 $108,793.00
Shlomo Meichor(2)..... 24,000 12% $5.94 12-15-06 $39,387.00 $87,034.00
Alla Kanter........... 15,000 7.5% $5.94 12-15-06 $24,617.00 $54,396.00
- -----------
</table>
(1) Resigned on April 25, 2002.
(2) Resigned on May 21, 2002.
(3) Options were granted at an exercise price equal to the market price of the
Class A Stock on the date of the grant.
Q: What other benefits does the Company provide for its employees?
Ampal maintains a money purchase pension plan ("Pension Plan") for its
eligible employees. Eligible employees are all full-time employees of Ampal
except non-resident aliens, night-shift employees and employees represented by a
collective bargaining unit. Ampal's contribution is equal to 7% of each
employee's compensation plus 5.7% of the compensation in excess of the Social
Security taxable wage base for that year.
Employees become vested in amounts contributed by Ampal depending on the
number of years of service, as provided in the following table:
Vested
Years of Service Percentage
- ---------------- ----------
less than 2 years .......................................... 0%
2 but less than 3 years .................................... 20%
3 but less than 4 years .................................... 40%
4 but less than 5 years .................................... 60%
5 but less than 6 years .................................... 80%
6 or more years ............................................ 100%
Benefits under the Pension Plan are paid in a lump sum, in an annuity form
or in installments.
Ampal maintains a savings plan (the "Savings Plan") for its eligible
employees pursuant to Section 401(k) of the Internal Revenue Code of 1986, as
amended (the "Code"). Eligible employees are all employees of Ampal except
non-resident aliens, night-shift employees and employees represented by a
collective bargaining unit. Participation by employees in the Savings Plan is
voluntary. Participating employees may direct that a specific percentage of
their annual compensation (up to 15%) be contributed to a self-directed 401(k)
savings account. The amount which any employee could contribute to his or her
401(k)savings account in 2000 was limited under the Code to $10,500. Effective
January 1, 1996, the Savings Plan was amended so that Ampal matches 50% of each
employee's contribution up to a maximum of 3% of the employee's compensation.
Employees who were eligible to participate in the Savings Plan as of December
31, 1995, are 100% vested at all times in the account balances maintained in
their 401(k) savings account. Employees who became eligible to participate in
the Savings Plan on or after January 1, 1996, become vested in amounts
contributed by Ampal depending on the number of years of service, as provided in
the following table:
Vested
Years of Service Percentage
- ---------------- ----------
less than 2 years .......................................... 0%
2 but less than 3 years .................................... 20%
3 but less than 4 years .................................... 40%
4 but less than 5 years .................................... 60%
5 but less than 6 years .................................... 80%
6 or more years ............................................ 100%
Benefits under the Savings Plan are required to be paid in a single,
lump-sum distribution. Payment is usually made after termination of employment.
In 1994, Ampal established a Supplementary Executive Retirement Plan
("SERP") for its eligible employees. Ampal's obligation under the SERP is to pay
to affected employees the amount that would have been paid to them by the
Pension Plan but for the operation of Section 401(a)(17) of the Code.
Q: Does Ampal have an active stock option plan?
In March 1998, the Board approved a Long-term Incentive Plan (the "1998
Plan") permitting the granting of options to all employees, officers, directors
and consultants of the Company and its subsidiaries to purchase up to an
aggregate of 400,000 shares of Class A Stock. The 1998 Plan remains in effect
for a period of ten years.
On February 15, 2000, the Stock Option Plan Committee approved a new
incentive plan, the 2000 Incentive Plan (the "2000 Plan") under which the
Company has reserved 4,000,000 shares of Class A Stock for grants to present and
future employees. The 2000 Plan was approved by the Board of Directors at a
meeting held on March 27, 2000 and was approved by a majority of the Company's
shareholders at the June 29, 2000 annual meeting of shareholders.
The options granted under the 1998 Plan and the 2000 Plan (together with
the 1998 Plan, the "Plans") may be either incentive stock options, at exercise
prices to be determined by the Committee, but not less than 100% of the fair
market value of the underlying shares on the date of grant, or non-incentive
stock options, at exercise prices to be determined by the Committee. Under each
of the Plans, the Committee may also grant, at its discretion, "restricted
stock", "dividend equivalent awards", which entitle the recipients to receive
dividends in the form of Class A Stock, cash or a combination of both, and
"stock appreciation rights," which permit the recipients to receive an amount in
the form of Class A Stock, cash or a combination of both, equal to the number of
shares of Class A Stock with respect to which the rights are exercised
multiplied by the excess of the fair market value of the Class A Stock on the
exercise date over the exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2001, members of the Executive Committee of the Board of Directors,
which functions as the compensation committee, included: Mr. Daniel Steinmetz
(Chairman) and Chairman of the Board of Directors of the Company; Mr. Hillel
Peled; President of Inveco International Inc., and Mr. Raz Steinmetz; Chief
Executive Officer and President of the Company.
THE FOLLOWING QUESTIONS AND ANSWERS RELATE TO THE COMPANY'S
CLASS A STOCK
Q: How has the Company's stock performed over the past five years?
The following graph compares the percentage change in cumulative total
return (change in the stock price plus reinvested dividends) of Ampal Class A
Stock, the S&P composite - 500 Index and a peer group index composed of Koor
Industries (an Israeli holding company) and First Israeli Fund (an American
closed-end fund that acquires equity interests in companies located in Israel)
for the period December 31, 1996 through December 31, 2001. Previously, the
Company had included Foreign and Colonial Emerging Middle East Fund (an American
closed-end fund that acquires equity and debt securities of companies located in
Israel, Egypt, Jordan, Morocco, Oman, Tunisia and Turkey) ("Foreign and
Colonial"), but due to recent lack of trading activity, Foreign and Colonial was
dropped from the peer group. The comparisons in this table are required by the
SEC. The stock price performances shown on the graph are not intended to
forecast or be indicative of future price performance.
<page>
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG AMPAL AMERICAN ISRAEL CORP.,
S&P 500 INDEX AND PEER GROUP INDEX
CUMULATIVE TOTAL RETURN
1996 1997 1998 1999 2000 2001
-------- ------- -------- -------- -------- --------
AMPAL AMERICAN
ISRAEL CORP. 100.00 106.49 89.61 192.21 125.98 118.44
PEER GROUP 100.00 128.51 105.89 127.53 90.06 46.58
S&P 500 100.00 133.36 171.47 207.56 188.66 166.24
-------------------------
ASSUMES $100 INVESTED ON JAN. 01, 1997
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC 31, 2001
Q: Who are Ampal's principal shareholders?
The following table sets forth information as of June 28, 2002, as to the
holders known to Ampal who beneficially own more than 5% of the Class A Stock,
the only outstanding series of voting securities of Ampal. For purposes of
computation of the percentage ownership of Class A Stock set forth in the table,
conversion of any 4% Cumulative Convertible Preferred Stock (the "4% Preferred
Stock") and 6 1/2% Cumulative Convertible Preferred Stock (the "6 1/2% Preferred
Stock") owned by such beneficial owner has been assumed, without increasing the
number of shares of Class A Stock outstanding by amounts arising from possible
conversions of convertible securities held by shareholders other than such
beneficial owner. As at June 28, 2002, there were outstanding 19,652,991 (not
including treasury shares) shares of Class A Stock of Ampal. In addition, there
were outstanding 583,914 non-voting shares of 6 1/2% Preferred Stock (each
convertible into 3 shares of Class A Stock) and 139,671 non-voting shares of 4%
Preferred Stock (each convertible into 5 shares of Class A Stock).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Number of
Shares Percent of
Name and Address Beneficially Outstanding Shares
of Beneficial Owner Title of Class Owned of Class A Stock
- --------------------- ---------------- -------------- ------------------
Yosef A. Maiman(1).... Class A Stock 11,444,112 shs. 58.2%
Y.M. Noy Investments Ltd.
33, Havazelet Hasharon St.
Herzliya, Israel
Ohad Maiman(1) Class A Stock 11,444,112 shs. 58.2%
Y.M. Noy Investments Ltd.
33, Havazelet Hasharon St.
Herzliya, Israel
Noa Maiman(1) Class A Stock 11,444,112 shs. 58.2%
Y.M. Noy Investments Ltd.
33, Havazelet Hasharon St.
Herzliya, Israel
Y.M. Noy Investments Ltd.(1) Class A Stock 11,444,112 shs. 58.2%
33, Havazelet Hasharon St.
Herzliya, Israel
- -----------
(1) Y.M. Noy Investments Ltd. ("Noy") holds 11,444,112 shares of Class A Stock.
As reported on the Amendment No. 2 to Schedule 13D of Noy, Mr. Maiman, Ohad
Maiman and Noa Maiman filed with the SEC on March 8, 2002, Mr. Maiman owns
100% of the economic shares and one-third of the voting shares of Noy. Ohad
Maiman and Noa Maiman (the son and daughter, respectively , of Yosef A.
Maiman) each hold one-third of the voting shares of Noy. In addition Yosef
A. Maiman holds an option to acquire the remaining two-thirds of the voting
shares of Noy from Ohad Maiman and Noa Maiman.
Q: What percentage of Class A Stock do the directors and officers own?
The following table sets forth information as of June 28, 2002, as to each
class of equity securities of Ampal or any of its subsidiaries beneficially
owned by each current director and executive officer of Ampal and by all current
directors and executive officers of Ampal as a group. As of June 28, 2002, Raz
Steinmetz, Ampal's former President and Chief Executive Officer, and Daniel
Steinmetz, Ampal's former Chairman of the Board, did not beneficially own any
shares of Class A Stock of Ampal. As of June 28, 2002, Jack Bigio, Yoram Firon,
Irit Eluz and Dafna Sharir did not beneficially own any shares of Class A Stock.
All ownerships are direct unless otherwise noted.
<page>
SECURITY OWNERSHIP OF MANAGEMENT
Percent of
Outstanding
Number of Shares Shares of
Name Beneficially Owned Class A Stock
- ---- ------------------ -------------
Yosef A. Maiman(2) 11,444,112 58.2%
Alla Kanter 15,000(1) *
Michael Arnon 15,000(1) *
Hillel Peled 15,000(1) *
Eliyahu Wagner 15,000(1) *
Shlomo Shalev 545,000(1) 2.77%
Nitsan Yanovski 495,000(1) 2.59%
Giora Bar Nir 6,000(1) *
All Directors and Executive 12,550,112 63.86%(3)
Officers as a Group
- -----------
* Represents less than 1% of the class of securities.
(1) Represents shares underlying options which are presently exercisable.
None of the outstanding options are in the money.
(2) Y.M. Noy Investments Ltd. ("Noy") holds 11,444,112 shares of Class A
Stock. As reported on the Amendment No. 2 to Schedule 13D of Noy, Mr.
Maiman, Ohad Maiman and Noa Maiman filed with the SEC on March 8, 2002, Mr.
Maiman owns 100% of the economic shares and one-third of the voting shares
of Noy. Ohad Maiman and Noa Maiman (the son and daughter, respectively , of
Yosef A. Maiman) each hold one-third of the voting shares of Noy. In
addition Yosef A. Maiman holds an option to acquire the remaining
two-thirds of the voting shares of Noy from Ohad Maiman and Noa Maiman.
(3) As of June 28, 2002, there were 19,652,991 shares of Class A Stock
outstanding.
MISCELLANEOUS INFORMATION
Q: Have the Company's officers, directors and shareholders filed all
appropriate reports with the SEC?
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Ampal's officers and directors, and persons who own more than 10% of a
registered class of Ampal's equity securities, to file reports of ownership and
changes in ownership with the SEC and the NASDAQ. These persons are required by
regulation of the SEC to furnish Ampal with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of forms received by it and
written representations received by it, Ampal believes that during 2001 Ampal's
officers, directors and greater than 10% beneficial owners complied with all
applicable Section 16(a) filing requirements.
Q: Does the Company enter into transactions with affiliated parties?
The Board of Directors of Ampal maintains a Related Party Transactions
Committee comprised of independent directors which reviews and passes upon the
fairness of any business dealings and arrangements (other than borrowings on
then prevailing market terms or deposits made in the ordinary course of
business) between Ampal and any affiliated party. With certain exceptions, Ampal
may not enter into transactions with any officer, director or principal
shareholder of Ampal, without first obtaining the approval of the Related Party
Transactions Committee or a majority of the disinterested members of the Board
of Directors or the shareholders.
The management of Ampal believes that all of the following transactions
were done on terms which were no less advantageous to Ampal than could have been
obtained from unaffiliated third parties.
On December 2000, the Company acquired a 20% interest in Amethyst
Ventures ("Amethyst") (formerly known as Ampal Cavallo Investment Fund), for
approximately $1.1 million. Among the other investors in Amethyst was Cavallo
Capital Inc. ("Cavallo"), which held a 29% equity interest. During 2001, the
Company received $0.4 million from Amethyst as management fees and reimbursed
Cavallo for $0.1 million of expenses. Avi Vigder, a director of Ampal until
April 25, 2002, is the chief executive officer of Cavallo. In December 2001,
Ampal and Cavallo sold their share in Amethyst for $0.9 million.
Ampal currently subleases from Cavallo an office at 660 Madison Avenue,
New York, New York. The sublease is terminable at will. Under the sublease,
Ampal is entitled to full office services. The annual rent for this sublease is
$50,000.
Q: Does the Company have directors and officer liability insurance?
Effective January 29, 2002, the Company purchased a directors and
officers liability policy in the amount of $20,000,000 issued by Aryeh Insurance
Company of Israel Ltd. The cost of the policy, which expires January 28, 2003,
was $222,715. This policy provides coverage to all of the officers and directors
of the Company and of those subsidiaries of which the Company owns more than 50%
of the outstanding voting stock.
Q: When are shareholder proposals for the 2003 meeting due?
Any holder of Class A Stock who wishes to submit a proposal to be
presented at the next annual meeting of shareholders must forward such proposal
to the Secretary of the Company at the address in the Notice of Annual Meeting
so that it is received by the Company no later than April 2, 2003. Such a
proposal must comply with such rules as may be prescribed from time to time by
the SEC regarding proposals of security holders.
By Order of the Board of Directors,
JACK BIGIO
President and Chief Executive Officer
July 31, 2002
<page>
Please mark
your votes as [X]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A For Withhold
VOTE FOR PROPOSALS 1 and 2. all nominees Authority
listed to the to vote for all
1. ELECTION OF DIRECTORS left (except as nominees listed
Nominees: 01 Y. Maiman 02 J. Bigio marked to the to the left
03 L. Malamud 04 J. Yerushalmi (contrary)
05 M. Arnon 06 Y. Karni
07 E. Haber
[__] [__]
(INSTRUCTION: To withhold authority to vote
for any individual nominee(s), print the 2. RATIFICATION OF THE NOMINATION
name of such nominee(s) below.) OF PRICEWATERHOUSECOOPERS LLP
AS THE INDEPENDENT AUDITORS OF
THE COMPANY FOR 2002.
- ----------------------------------------
FOR AGAINST ABSTAIN
[__] [__] [__]
3. IN THEIR DISCRETION, UPON EACH
OTHER MATTER AS MAY PROPERLY
COME BEFORE THE MEETING.
Dated:--------------, 2002
-------------------------------
Signature
-------------------------------
Signature
Please sign exactly as name
appears. If acting as attorney,
executor, trustee, or in other
representative capacity, sign
name and title.
<page>
PROXY
AMPAL-AMERICAN ISRAEL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL
BE VOTED FOR THE NOMINEES LISTED IN THE ACCOMPANYING PROXY
STATEMENT AND FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT AUDITORS OF THE COMPANY FOR 2002, IF NO INSTRUCTIONS
TO THE CONTRARY ARE INDICATED.
The undersigned hereby constitutes and appoints JACK BIGIO and YORAM FIRON, and
each of them, as proxies with full power of substitution in each, to represent
the undersigned and vote all shares of Class A Stock of the undersigned at the
Annual Meeting of Shareholders of Ampal-American Israel Corporation to be held
at the offices of Bryan Cave Robinson Silverman, 1290 Avenue of the Americas,
31st floor, New York, NY 10104, on Friday, August 16, 2002, at 10:00 A.M., and
at any adjournments or postponements thereof as follows:
(Continued, and to be signed and dated on reverse side.)