8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (Date
of earliest event reported): February 8, 2008 (December 3, 2007)
Ampal-American Israel Corporation
(Exact name of registrant as specified in its charter)
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| New York |
0-538 |
13-0435685 |
| (State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
| incorporation) |
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Identification No.) |
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| 111 Arlozorov Street |
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| Tel Aviv, Israel |
62098 |
| (Address of principal executive offices) |
(Zip Code) |
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| (866) 447-8636 |
| (Registrant's telephone number, including area code) |
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This
Amendment No. 1 on Form 8-K/A amends and supplements the Current Report on Form 8-K filed
by Ampal-American Israel Corporation (the “Company”) with the Securities and
Exchange Commission (the “SEC”) on December 5, 2007 (the “Initial Form
8-K”), to include the financial statements and pro forma financial information which
were permitted to be excluded from the Initial Form 8-K under Item 9.01 of Form 8-K. In
the Initial Form 8-K, the Company reported, among other things, the completion on December
3, 2007 of its acquisition of a 63.66% controlling interest (on a fully diluted basis) in
Gadot Chemical Tankers and Terminals Ltd. (“Gadot”) for approximately NIS 348
million, or approximately $90.9 million.
This
Amendment No. 1 amends and supplements the Initial Form 8-K only to include under Item
9.01 below the financial statements, pro forma financial information and related exhibits
required to be disclosed in connection with the closing of the Company’s acquisition
of a controlling interest in Gadot. Unless otherwise stated, the information set forth in
the Initial Form 8-K remains accurate in all material respects.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements.
The 2006 Annual Report of Gadot is
filed herewith as Exhibit 99.1 and includes the following:
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Report
of Independent Auditor. |
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Consolidated
Balance Sheets as of December 31, 2005 and December 31, 2006. |
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Consolidated
Statements of Income for the Years Ended December 31, 2004, December 31, 2005 and
December 31, 2006. |
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Consolidated
Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2004,
December 31, 2005 and December 31, 2006. |
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Consolidated
Statements of Cash Flows for the Years Ended December 31, 2004, December 31, 2005 and
December 31, 2006. |
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Notes
to the audited consolidated financial statements. |
The Interim Report of Gadot as of
September 30, 2007 is filed herewith as Exhibit 99.2 and includes the following:
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Consolidated
Condensed Balance Sheet as of September 30, 2007 and September 30, 2006. |
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Consolidated
Statements of Income for the Nine Months and Three Months Ended September 30, 2007 and September 30, 2006. |
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Consolidated
Condensed Statements of Changes in Shareholders’ Equity for the Nine Months and
Three Months Ended September 30, 2007 and September 30, 2006. |
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Consolidated
Condensed Statements of Cash Flows for the Nine Months and Three Months Ended September
30, 2007 and September 30, 2006. |
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Notes
to the unaudited financial statements. |
The Reports of other
Certified Public Accountants on the following entities filed pursuant to Rule 2-05 of Regulation S-X are filed herewith as
Exhibit 99.3:
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Chyma Bulk Chemicals and Shipping S.A. |
(b)
Pro Forma Financial Information.
Included as Exhibit 99.4 to this
Amendment No. 1 on Form 8-K/A are:
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Unaudited
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2007, prepared as if
the acquisition occurred on September 30, 2007. |
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Unaudited
Pro Forma Condensed Consolidated Statement of Operations for the nine months September
30, 2007, prepared as if the acquisition occurred on January 1, 2006. |
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Unaudited
Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31,
2006, prepared as if the acquisition occurred on January 1, 2006. |
(d)
Exhibits:
| 23.1 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.2 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.3 |
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Consent
of Ernst & Young |
| 23.4 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.5 |
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Consent
of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited |
| 23.6 |
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Consent
of Sherb & Co., LLP |
| 23.7 |
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Consent
of Sherb & Co., LLP |
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| 23.8 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.9 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.10 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 99.1 |
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Annual
Report of Gadot Chemical Tankers and Terminals Ltd. for the Year Ended December 31,
2006. |
| 99.2 |
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Unaudited
Interim Report of Gadot Chemical Tankers and Terminals Ltd. as of September 30,
2007. |
| 99.3 |
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Reports
of other Certified Public Accountants filed pursuant to Rule 2-05 of Regulation S-X |
| 99.4 |
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Unaudited
pro forma condensed consolidated financial statements. |
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
February 8, 2008 |
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AMPAL-AMERICAN ISRAEL CORPORATION
By: /s/ Yoram Firon
——————————————
Yoram Firon
Vice President - Investments and
Corporate Affairs |
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EXHIBIT INDEX
| 23.1 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.2 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.3 |
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Consent
of Ernst & Young |
| 23.4 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.5 |
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Consent
of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited |
| 23.6 |
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Consent
of Sherb & Co., LLP |
| 23.7 |
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Consent
of Sherb & Co., LLP |
| 23.8 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.9 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 23.10 |
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Consent
of Mazars Paardekooper Hoffman Accountants N.V. |
| 99.1 |
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Annual
Report of Gadot Chemical Tankers and Terminals Ltd. for the Year Ended December 31,
2006. |
| 99.2 |
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Unaudited
Interim Report of Gadot Chemical Tankers and Terminals Ltd. as of September 30,
2007. |
| 99.3 |
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Reports
of other Certified Public Accountants filed pursuant to Rule 2-05 of Regulation S-X |
| 99.4 |
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Unaudited
pro forma condensed consolidated financial statements. |
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