SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 5)*
Ampal-American Israel Corporation
---------------------------------
(Name of Issuer)
Class A Stock, par value $1.00 per share
-----------------------------------------
(Title of Class of Securities)
032015 10 9
--------------
(CUSIP Number)
Yosef A. Maiman
Ohad Maiman
Noa Maiman
Y.M. Noy Investments Ltd.
Merhav (M.N.F.) Limited
33 Havazelet Hasharon St.
Herzliya, Israel 46105
972-9-9501735
-------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 9, 2006
---------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 2 of 13
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Yosef A. Maiman
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, PF, AF, OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and Peru
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NUMBER OF 7 SOLE VOTING POWER
SHARES 10,498,002(1)(2)(4)
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,750,132(3)(4)
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,498,002(1)(2)(4)
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 11,750,132(3)(4)
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1 On August 16, 2002, Yosef A. Maiman ("Mr. Maiman") was granted 250,000
stock options (the "Options") to purchase 250,000 shares of Class A Stock,
par value $1.00 per share (the "Class A Stock"), of Ampal-American Israel
Corporation ("Issuer") at $3.12 per share, of which 15,625 of such Options
vested on each of November 16, 2002 and February 16, 2003 and the remaining
Options vest in equal installments of 15,625 shares on the 16th day of the
month of every three month period thereafter. As of the date hereof, Mr.
Maiman has not exercised any of the Options. Each of Noy, Merhav (M.N.F.)
Limited ("Merhav"), Ohad Maiman and Noa Maiman disclaim beneficial
ownership of the Options and this statement on Schedule 13D shall not be
construed as an admission that such reporting persons are, for the purposes
of Section 13(d) and Section 13(g) of the Act, the beneficial owners of
such Options.
2 As more fully described in this Schedule 13D, Merhav is the holder of
10,248,002 shares (the "Merhav Shares") of Class A Stock of the Issuer.
Merhav is wholly owned by Mr. Maiman. Each of Noy, Ohad Maiman and Noa
Maiman disclaim beneficial ownership of the Merhav Shares and this
statement on Schedule 13D shall not be construed as an admission that such
reporting persons are, for the purposes of Section 13(d) and Section 13(g)
of the Act, the beneficial owners of such Merhav Shares.
3 As more fully described in this Schedule 13D, Y.M. Noy Investments Ltd.
("Noy") is the holder of 11,750,132 shares (the "Noy Shares") of Class A
Stock of the Issuer. Mr. Maiman owns 100% of the economic shares and
one-third of the voting shares of Noy. In addition, Mr. Maiman holds an
option to acquire the remaining two-thirds of the voting shares of Noy
(which are currently owned by Ohad Maiman and Noa Maiman, the son and
daughter, respectively, of Mr. Maiman).
4 As more fully described in this Schedule 13D, on October 9, 2006, the
Reporting Persons formed a "group" within the meaning of Rule 13d-5(b)(1)
of the Act, with respect to the voting of their shares of Class A Stock of
the Issuer.
SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 3 of 13
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,248,134(1)(2)(3)(4)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 4 of 13
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Ohad Maiman
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, PF, AF, OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF 7 SOLE VOTING POWER
SHARES None.
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,750,132(3)(4)
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None.
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 11,750,132(3)(4)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,750,132(3)(4)
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.03%
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 5 of 13
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Noa Maiman
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, PF, AF, OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES None.
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,750,132(3)(4)
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None.
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 11,750,132(3)(4)
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,750,132(3)(4)
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.03%
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 6 of 13
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Y.M. Noy Investments Ltd.
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, PF, AF, OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,750,132(3)(4)
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None.
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,750,132(3)(4)
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None.
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,750,132(3)(4)
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.03%
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 7 of 13
-----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Merhav (M.N.F.) Limited
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, PF, AF, OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,248,002(2)(4)
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None.
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,248,002(2)(4)
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None.
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,248,002(2)(4)
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 8 of 13
This statement constitutes Amendment No. 5 ("Amendment No. 5") to the
Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission by the Reporting Persons in connection with the ownership of
the Class A stock, $1.00 par value (the "Class A Stock"), of Ampal-American
Israel Corporation, a New York corporation (the "Issuer"). Unless otherwise
stated, the information set forth in the Schedule 13D remains accurate in all
material respects. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a), (b), (c), (f) This Schedule 13D is being filed by or on the behalf of
Mr. Yosef A. Maiman, a citizen of the State of Israel and the Republic of Peru
("Mr. Maiman"), Ohad Maiman, a citizen of the State of Israel, Noa Maiman, a
citizen of the State of Israel, Y.M. Noy Investments Ltd., an Israeli
corporation ("Noy") and Merhav (M.N.F.) Limited, an Israeli corporation
("Merhav"). Mr. Maiman, Ohad Maiman, Noa Maiman, Noy and Merhav are hereinafter
collectively referred to as the "Reporting Persons." The business address of
each Reporting Person is 33 Havazelet Hasharon St., Herzliya, Israel.
Mr. Maiman is currently the President of Merhav, Chairman of the Board of
Directors of Noy and Chairman, President and Chief Executive Officer of the
Issuer.
Ohad Maiman is currently a resident of New York, New York and is involved
in the entertainment and media industries.
Noa Maiman is currently a student in London, England.
Noy was formed solely for the purpose of acquiring the shares of Class A
Stock. Mr. Maiman owns 100% of the economic shares and one-third of the voting
shares of Noy. In addition, Mr. Maiman holds an option to acquire the remaining
two-thirds of the voting shares of Noy (which are currently owned by Ohad Maiman
and Noa Maiman, the son and daughter, respectively, of Mr. Maiman). Mr. Maiman,
Ohad Maiman and Noa Maiman are the sole directors of Noy.
Merhav is an international project development company based in Israel.
(d), (e) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the
following:
As described below in Item 4 of this Schedule 13D, on August 1, 2006, the
Issuer, through Merhav Ampal Energy, Ltd., a wholly-owned subsidiary of the
Issuer, entered into an agreement (the "Stock Purchase Agreement") with Merhav
for the purchase from Merhav of a portion of Merhav's interest in East
Mediterranean Gas Co. S.A.E., an Egyptian joint stock company ("EMG"). In
SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 9 of 13
consideration for the interest in EMG, the Issuer paid to Merhav $50 million in
cash and issued to Merhav 10,248,002 shares of the Issuer's Class A Stock.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the
following:
On August 1, 2006, the Issuer, through Merhav Ampal Energy, Ltd., a
wholly-owned subsidiary of the Issuer, entered into the Stock Purchase Agreement
with Merhav for the purchase from Merhav of a portion of Merhav's interest in
EMG.
Under the terms of the transaction, the Company acquired the beneficial
ownership of 4.6% of the outstanding shares of EMG's capital stock. The purchase
price for the shares was $100,000,000, of which, $50,000,000 was paid in cash
and the balance was paid in 10,248,002 shares of the Issuer's Class A Stock. The
shareholders of the Issuer approved the issuance of the 10,248,002 shares of the
Class A Stock at a meeting held on September 19, 2006. Such shares were issued
to Merhav on October 9, 2006.
In August 2004, Merhav entered into a guarantee in favor of Bank Leumi
LeIsrael B.M. (the "Bank") to secure Noy's obligations to the Bank with respect
to the Noy Shares (as previously disclosed in the Schedule 13D) and Mr. Maiman
pledged his interests in Merhav to the Bank. In August 2006, Merhav has agreed
to pledge the Merhav Shares to the Bank.
A copy of the Stock Purchase Agreement was filed as Exhibit 10 to the
Issuer's Form 8-K filed on August 3, 2006, and is incorporated herein by
reference. The description of the Stock Purchase Agreement set forth in this
Schedule 13D is qualified in its entirety by reference to the full text thereof.
From February 18, 2003 through April 14, 2003, Noy acquired 71,200 shares
of Class A Stock pursuant to the terms, conditions and restrictions set forth in
a Stock Purchase Plan, dated October 14, 2002 (the "Purchase Plan"), between Noy
and Bear, Stearns & Co. Inc. The Purchase Plan was entered into in accordance
with the requirements of Rule 10b5-1(c)(1) and provided for purchases to be made
consistent with Rule 10b-18 under the Securities Exchange Act of 1934.
Except as set forth in this Schedule 13D, none of the Reporting Persons has
any plan or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the
following:
(a) Based on 22,212,933 shares of Class A Stock of the Issuer outstanding
as of August 23, 2006 (as set forth in the Issuer's definitive proxy statement
filed on August 29, 2006), and after taking into account the issuance of (i) an
additional 150,000 shares of Class A Stock to Jack Bigio in connection with his
exercise of options on October 4, 2006 (as set forth in a Form 4 filed by Mr.
Bigio on October 6, 2006) and (ii) an additional 10,248,002 shares of Class A
Stock to Merhav on October 9, 2006, the group comprised of the Reporting Persons
(as described in Item 6 below), is the beneficial owner of 22,248,134 shares of
Class A Stock, representing approximately 67.7% of the issued and outstanding
Class A Stock of the Issuer. As described in Item 5(b) below, (i) Mr. Maiman may
be deemed to be the beneficial owner of 22,248,134 shares of Class A Stock,
representing approximately 67.7% of the issued and outstanding Class A Stock of
the Issuer, (ii) each of Noy, Ohad Maiman and Noa Maiman may be deemed to be the
beneficial owner of 11,750,132 shares of Class A Stock, representing
approximately 36.03% of the issued and outstanding Class A Stock of the Issuer
and (iii) Merhav may be deemed to be the beneficial owner of 10,248,002 shares
of Class A Stock, representing approximately 31.4% of the issued and outstanding
Class A Stock of the Issuer.
SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 10 of 13
(b) Merhav and Mr. Maiman (by virtue of his 100% ownership interest in
Merhav) each have the sole power to vote or direct the vote or to dispose or to
direct the disposition of 10,248,002 shares of Class A Stock held of record by
Merhav (the "Merhav Shares"). By virtue of the formation of the group, each of
Noy, Ohad Maiman and Noa Maiman may be deemed to share the power to vote the
Merhav Shares but have no rights with respect to the disposition of the Merhav
Shares. Each of Noy, Ohad Maiman and Noa Maiman expressly disclaims beneficial
ownership of the Merhav Shares and the filing of this Schedule 13D shall not be
construed as an admission that the Reporting Persons beneficially own the Merhav
Shares.
Noy has the sole power to vote or direct the vote or to dispose or to
direct the disposition of 11,750,132 shares of Class A Stock (the "Noy Shares").
Mr. Maiman owns 100% of the economic shares and one-third of the voting shares
of Noy. In addition, Mr. Maiman holds an option to acquire the remaining
two-thirds of the voting shares of Noy (which are currently owned by Ohad Maiman
and Noa Maiman, the son and daughter, respectively, of Mr. Maiman). Mr. Maiman
by virtue of his ownership of one third of the voting shares of Noy and the
option to acquire the remaining voting shares of Noy may be deemed to share with
Noy the power to vote or direct the vote and to dispose of or to direct the
disposition of all of the Class A Stock beneficially owned by Noy. Ohad Maiman
and Noa Maiman, each by virtue of their respective ownership of one-third of the
voting shares of Noy, may be deemed to share with Noy the power to vote or
direct the vote and to dispose or direct the disposition of all of the shares
beneficially owned by Noy. Additionally, by virtue of the formation of the
group, Merhav may be deemed to share the power to vote the Noy Shares but has no
rights with respect to the disposition of the Noy Shares. Merhav expressly
disclaims beneficial ownership of the Noy Shares and the filing of this Schedule
13D shall not be construed as an admission that Merhav beneficially owns the Noy
Shares.
On August 16, 2002, Mr. Maiman was granted 250,000 stock options (the
"Options") to purchase 250,000 shares of Class A Stock at $3.12 per share, which
Options vested in equal installments of 15,625 shares of Class A Stock beginning
on November 16, 2002 and each three month anniversary thereafter, with the last
installment vesting on August 16, 2006. As of the date hereof, Mr. Maiman has
not exercised any of the Options. By virtue of the formation of the group, each
of Noy, Merhav, Ohad Maiman and Noa Maiman may be deemed to share the power to
vote the Options but have no rights with respect to the disposition of the
Options. Each of Noy, Merhav, Ohad Maiman and Noa Maiman expressly disclaims
beneficial ownership of the Noy Shares and the filing of this Schedule 13D shall
not be construed as an admission that the Reporting Persons beneficially own the
Options.
(c) Other than as described in the Schedule 13D, none of the Reporting
Persons has effected any transactions in the shares of Class A Stock during the
past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the
following:
On October 9, 2006, in recognition of the Maiman family's strong connection
with the Issuer and the Reporting Persons' common goals and objectives as
shareholders, the Reporting Persons have agreed, in order to ensure the orderly
management and operation of the Issuer, that they shall vote together in the
same manner at any meeting of the shareholders of the Issuer, however called,
and in any action by consent of the shareholders of the Issuer. In light of
their agreement to vote together, the Reporting Persons hereby acknowledge that
they have formed a "group" within the meaning of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 11 of 13
On August 14, 2006, the Issuer engaged the services of Clal Finance Batucha
Investment Management Ltd. ("Clal") to make a market in the Class A Stock of the
Issuer on the Tel Aviv Stock Exchange. Noy deposited 150,000 shares of its Class
A Stock for Noy's benefit into an account at Clal (the "Clal Shares") to
facilitate this market making arrangement. In connection with this arrangement,
Noy retains beneficial ownership over the Clal Shares.
Except for the voting arrangement described above and other matters
disclosed in the Schedule 13D, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Persons or between such persons and any person with respect to any securities of
Ampal, including but not limited to transfer or voting of any of the shares of
Class A Stock, finder's fees, joint ventures, loan or option arrangements, put
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
1. Stock Purchase Agreement, dated as of August 1, 2006, between Merhav
Ampal Energy Limited and Merhav (M.N.F.) Limited (incorporated by
reference to Exhibit 10 to the Form 8-K of the Issuer filed on August
3, 2006).
2. Joint Filing Agreement, dated as of October 19, 2006, among Yosef A.
Maiman, Y.M. Noy Investments Ltd., Merhav (M.N.F.) Limited, Ohad
Maiman and Noa Maiman.
SCHEDULE 13D
CUSIP NO. 032015 10 9 Page 12 of 13
Signatures
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 19, 2006
/s/ Yosef A. Maiman
----------------------------------------------
Yosef A. Maiman
/s/ Ohad Maiman
----------------------------------------------
Ohad Maiman
/s/ Noa Maiman
----------------------------------------------
Noa Maiman
Y.M. NOY INVESTMENTS LTD.
By:/s/ Yosef A. Maiman
-------------------------------------------
Name: Yosef A. Maiman
Title: Chairman of the Board of Directors
MERHAV (M.N.F.) LIMITED
By:/s/ Yosef A. Maiman
-------------------------------------------
Name: Yosef A. Maiman
Title: Chairman of the Board of Directors
Exhibit 2
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is entered into as of the 19th
day of October, 2006 by and among Mr. Yosef A. Maiman, a citizen of Israel and
Peru, Y.M. Noy Investments Ltd., an Israeli corporation, Merhav (M.N.F.)
Limited, an Israeli corporation, Mr. Ohad Maiman, a citizen of Israel and Ms.
Noa Maiman, a citizen of Israel.
Each party hereto hereby agrees to prepare jointly and to file timely (or
otherwise to deliver, as appropriate) all statements on Schedule 13D or
amendments thereto ("13D Filings") required to be filed by them pursuant to the
Securities Exchange Act of 1934, as amended, with respect to their respective
ownership of Class A stock, $1.00 par value, of Ampal-American Israel
Corporation, and each mutually covenants to each of the other parties that it
will fully cooperate with the others in the preparation and timely filing of all
such 13D Filings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above set forth.
/s/ Yosef A. Maiman
----------------------------------------------
Yosef A. Maiman
/s/ Ohad Maiman
----------------------------------------------
Ohad Maiman
/s/ Noa Maiman
----------------------------------------------
Noa Maiman
Y.M. NOY INVESTMENTS LTD.
By:/s/ Yosef A. Maiman
-------------------------------------------
Name: Yosef A. Maiman
Title: Chairman of the Board of Directors
MERHAV (M.N.F.) LIMITED
By:/s/ Yosef A. Maiman
-------------------------------------------
Name: Yosef A. Maiman
Title: Chairman of the Board of Directors