UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 16, 2008 (September 15, 2008)

 

 

 

 

 

AMPAL-AMERICAN ISRAEL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

New York

0-538

13-0435685

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

10 Abba Even St.

Ackerstein Tower C, 9th Floor

P.O. Box 12215

Herzliya, Israel

46733

(Address of Principal Executive Offices)

(Zip Code)

 

(866) 447-8636

(Registrant’s telephone number, including area code)

 

111 Arlozorov Street, Tel Aviv, Israel 62098

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

 

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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On September 15, 2008, Ampal-American Israel Corporation (the “Company”) issued (i) a press release announcing certain updates regarding East Mediterranean Gas Company Co. S.A.E., an Egyptian joint stock company (“EMG”) in which the Company owns a 12.5% interest (the “EMG Press Release”), and (ii) a press release announcing that Midroog Ltd. (an affiliate of Moody’s Investors Service) has downgraded the Company’s Series A and Series B debentures from an A2 to an A3 rating and will continue to keep the Company on its “Watchlist” (the “Midroog Press Release”).

 

The full text of the EMG Press Release and the Midroog Press Release are attached to this Current Report as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

EXHIBIT

DESCRIPTION

 

99.1

Press release of Ampal-American Israel Corporation, dated September 15, 2008.

 

99.2

Press release of Ampal-American Israel Corporation, dated September 15, 2008.

 

 

 

2

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.

 

 

 

AMPAL-AMERICAN ISRAEL CORPORATION

 

 

 

 

Date: September 16, 2008

By:

/s/Yoram Firon

 

 

Name:

Yoram Firon

 

 

Title:

Vice President – Investments and Corporate Affairs

 

 

 

3

EXHIBIT INDEX

 

EXHIBIT

DESCRIPTION

 

99.1

Press release of Ampal-American Israel Corporation, dated September 15, 2008.

 

99.2

Press release of Ampal-American Israel Corporation, dated September 15, 2008.