SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 9)*

Ampal-American Israel Corporation

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

032015 10 9

(CUSIP Number)

Yosef A. Maiman

Ohad Maiman

Noa Maiman

Yoav Maiman

Di-Rapallo Holdings Ltd.

Merhav (M.N.F.) Ltd.

De Majorca Holdings Ltd.

33 Havazelet Hasharon St.

Herzliya, Israel 46105

972-9-9501735

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 16, 2008

(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: o.

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 on 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).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This statement constitutes Amendment No. 9 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 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, Yoav Maiman, a citizen of the State of Israel, Di-Rapallo Holdings Ltd., an Israeli corporation (“Di-Rapallo”), Merhav (M.N.F.) Ltd., an Israeli corporation (“Merhav”) and De Majorca Holdings Ltd., an Israeli corporation (“De Majorca”). Mr. Maiman, Ohad Maiman, Noa Maiman, Di-Rapallo, Merhav and De Majorca 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 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 a resident of Israel and is involved in the entertainment and media industries.

 

Yoav Maiman is a resident of Israel and currently a student.

 

Di-Rapallo was formed solely for the purpose of acquiring the shares of Class A Stock. Mr. Maiman owns 100% of the economic shares and one-fourth of the voting shares of Di-Rapallo. In addition, Mr. Maiman holds an option to acquire the remaining three-fourths of the voting shares of Di-Rapallo (which are owned by Ohad Maiman, son of Mr. Maiman, Noa Maiman, daughter of Mr. Maiman and Yoav Maiman, son of Mr. Maiman). Mr. Maiman, Ohad Maiman, Noa Maiman and Yoav Maiman are the sole directors of Di-Rapallo.

 

Merhav is an international project development company based in Israel, which is wholly-owned by Mr. Maiman.

 

De Majorca was formed solely for the purpose of acquiring the shares of Class A Stock. Mr. Maiman owns 100% of the economic shares and one-fourth of the voting shares of De Majorca. In addition, Mr. Maiman holds an option to acquire the remaining three-fourths of the voting shares of De Majorca (which are owned by Ohad Maiman, Noa Maiman and Yoav Maiman). Mr. Maiman, Ohad Maiman, Noa Maiman and Yoav Maiman are the sole directors of De Majorca.

 

 

(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 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

As previously disclosed, Merhav entered into a trading plan meeting the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, (the “Trading Plan”) with Citigroup Global Markets, Inc. on June 13, 2008 for the purchase of shares of Class A Stock. Between August 15, 2008 and October 3, 2008, inclusive, Merhav (i) has purchased 350,084 shares of Class A Stock through the Trading Plan for an approximate aggregate purchase price of $1,495,928, and (ii) has purchased 27,050 shares of Class A Stock outside of the Trading Plan on the Tel Aviv Stock Exchange (the “TASE”) for an approximate aggregate purchase price of $100,362. In addition to these purchases, on September 16, 2008, Merhav purchased 528,583 shares of Class A Stock in a negotiated transaction reported on the TASE for an aggregate purchase price of $2,126,807. All such purchases made by Merhav through the Trading Plan and outside of the Trading Plan on the TASE were for cash, and the funds for these purchases were obtained through short term loans from Union Bank of Israel Ltd. (“UBI”). The loans have a term of one year and carry an interest rate of LIBOR plus 2.00% per annum.

 

Annex A annexed hereto sets forth all such purchases made by Merhav through the Trading Plan on the NASDAQ Global Market (the “NASDAQ”) and outside of the Trading Plan on the TASE.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

The information disclosed above in Item 3 of this Amendment No. 9 is incorporated in this Item 4 by reference.

 

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 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

(a)       Based on 58,086,165 shares of Class A Stock outstanding as of October 27, 2008 (as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, filed with the SEC on November 5, 2008), and after taking into account the potential issuance of an additional 375,000 shares of Class A Stock underlying the Options (as defined below) which are deemed to be beneficially owned by Mr. Maiman as of the date hereof (as described in Item 5(b) below), the group comprised of the Reporting Persons is the beneficial owner of 34,918,908 shares of Class A Stock, representing approximately 59.7% of the issued and outstanding Class A Stock. As described in Item 5(b) below, (i) Mr. Maiman may be deemed to be the beneficial owner of 34,918,908 shares of Class A Stock, representing approximately 59.7% of the issued and outstanding Class A Stock, (ii) each of Ohad

 

 

Maiman, Noa Maiman and Yoav Maiman may be deemed to be the beneficial owner of 28,500,285 shares of Class A Stock, representing approximately 49.1% of the issued and outstanding Class A Stock, (iii) Di-Rapallo may be deemed the beneficial owner of 9,650,132 shares of Class A Stock, representing approximately 16.6% of the issued and outstanding Class A Stock, (iv) Merhav may be deemed to be the beneficial owner of 6,043,623 shares of Class A Stock, representing approximately 10.4% of the issued and outstanding Class A Stock and (v) De Majorca may be deemed to be the beneficial owner of 18,850,153 shares of Class A Stock, representing approximately 32.5% of the issued and outstanding Class A Stock.

 

(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 the 6,043,623 shares of Class A Stock beneficially owned by Merhav (the “Merhav Shares”). By virtue of the formation of the group, each of Ohad Maiman, Noa Maiman, Yoav Maiman, Di-Rapallo and De Majorca 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 Ohad Maiman, Noa Maiman, Yoav Maiman, De Majorca and Di-Rapallo expressly disclaims beneficial ownership of the Merhav Shares and the filing of this Schedule 13D shall not be construed as an admission that such Reporting Persons beneficially own the Merhav Shares.

 

De Majorca has the sole power to vote or direct the vote or to dispose or to direct the disposition of 18,850,153 shares of Class A Stock (the “De Majorca Shares”). Mr. Maiman owns 100% of the economic shares and one-fourth of the voting shares of De Majorca. In addition, Mr. Maiman holds an option to acquire the remaining three-fourths of the voting shares of De Majorca (which are owned by Ohad Maiman, Noa Maiman and Yoav Maiman). Mr. Maiman by virtue of his ownership of one-fourth of the voting shares of De Majorca and the option to acquire the remaining voting shares of De Majorca may be deemed to share with De Majorca and the other individuals the power to vote or direct the vote and to dispose of or to direct the disposition of all of the De Majorca Shares. Ohad Maiman, Noa Maiman and Yoav Maiman, each by virtue of their respective ownership of one-fourth of the voting shares of De Majorca, may be deemed to share with De Majorca and the other individuals the power to vote or direct the vote and to dispose or direct the disposition of all of the De Majorca Shares. Additionally, by virtue of the formation of the group, Merhav and Di-Rapallo may be deemed to share the power to vote the De Majorca Shares but have no rights with respect to the disposition of the De Majorca Shares. Each of Merhav and Di-Rapallo expressly disclaim beneficial ownership of the De Majorca Shares and the filing of this Schedule 13D shall not be construed as an admission that Merhav or Di-Rapallo beneficially own the De Majorca Shares.

 

Di-Rapallo has the sole power to vote or direct the vote or to dispose or to direct the disposition of 9,650,132 shares of Class A Stock (the “Di-Rapallo Shares”). Mr. Maiman owns 100% of the economic shares and one-fourth of the voting shares of Di-Rapallo. In addition, Mr. Maiman holds an option to acquire the remaining three-fourths of the voting shares of Di-Rapallo (which are owned by Ohad Maiman, Noa Maiman and Yoav Maiman). Mr. Maiman by virtue of his ownership of one-fourth of the voting shares of Di-Rapallo and the option to acquire the remaining voting shares of Di-Rapallo may be deemed to share with Di-Rapallo and the other individuals the power to vote or direct the vote and to dispose of or to direct the disposition of all of the Di-Rapallo Shares. Ohad Maiman, Noa Maiman and Yoav Maiman, each by virtue of their respective ownership of one-fourth of the voting shares of Di-Rapallo, may be deemed to share with Di-Rapallo and the other individuals the power to vote or direct the vote and to dispose or direct the disposition of all of the Di-Rapallo Shares. Additionally, by virtue of the formation of the group, Merhav and De Majorca may be deemed to share the power to vote the Di-Rapallo Shares but have no rights with respect to the disposition of the Di-Rapallo Shares. Each of Merhav and De Majorca expressly disclaim beneficial ownership of the Di-Rapallo Shares and the filing

 

 

of this Schedule 13D shall not be construed as an admission that Merhav or De Majorca beneficially owns the Di-Rapallo Shares.

 

As previously disclosed, (i) on August 16, 2002, Mr. Maiman was granted 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, and (ii) on December 12, 2006, Mr. Maiman was granted additional options to purchase 250,000 shares of Class A Stock at $5.06 per share, which options vested in equal installments of 15,625 shares of Class A Stock beginning on March 12, 2007 and each three month anniversary thereafter, with the last installment vesting on December 12, 2010. On December 8, 2008, the Issuer repriced the foregoing options to purchase 500,000 shares of Class A Stock by cancelling such options and granting to Mr. Maiman options to purchase 500,000 shares of Class A Stock at $1.17 per share, which options vest as follows: (a) options to purchase 359,375 shares were vested and exercisable on December 8, 2008 and (b) options to purchase 140,625 shares vest and become exercisable in installments of 15,625 shares, beginning on December 12, 2008 and each three month anniversary thereafter, with the last installment vesting on December 12, 2010 (collectively, the “Options”). As of the date hereof, Mr. Maiman has not exercised any of the Options, and 375,000 shares of Class A Stock underlying the Options are beneficially owned by Mr. Maiman as of the date hereof. By virtue of the formation of the group, each of Merhav, Di-Rapallo, De Majorca, Ohad Maiman, Noa Maiman and Yoav 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 Merhav, Di-Rapallo, De Majorca, Ohad Maiman, Noa Maiman and Yoav Maiman expressly disclaims beneficial ownership of the Options and the filing of this Schedule 13D shall not be construed as an admission that such Reporting Persons beneficially own the Options.

 

The repricing described above was effected pursuant to a Stock Option Certificate entered into between Mr. Maiman and the Issuer, the form of which was attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on December 12, 2008.

 

(c) Other than as described in this Schedule 13D and in Annex A annexed hereto, none of the Reporting Persons has effected any transactions in the shares of Class A Stock since the filing of Amendment No. 8 to this Schedule 13D.

 

 

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the

following:

 

As described in Item 3 above, Merhav is financing its open market purchases made on the NASDAQ through its Trading Plan and its other purchases made on the TASE outside of the Trading Plan with short term loans from UBI. As stated above, the loans have a term of one year and carry an interest rate of LIBOR plus 2.00% per annum.

 

The information contained in Item 5 above related to the Options is incorporated herein by reference as if fully set forth herein.

 

As previously disclosed, 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 Act.

 

 

 

 

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.

 

 

 

 

 

ANNEX A

The following is a list of purchases of shares of Class A stock, $1.00 par value (the “Class A Stock”), of Ampal-American Israel Corporation, a New York corporation (the “Issuer”), effected by Merhav (M.N.F.) Ltd., an Israeli corporation (“Merhav”), since the filing of Amendment No. 8 to the Statement on Schedule 13D and prior to the date hereof. Purchases made on the NASDAQ Global Market (the “NASDAQ”) (as indicated in the table below) were effected pursuant to a trading plan meeting the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, (the “Trading Plan”) entered into with Citigroup Global Markets, Inc. on June 13, 2008. In addition to purchases made on the NASDAQ through the Trading Plan, Merhav also made purchases of shares of Class A Stock on the Tel Aviv Stock Exchange (the “TASE”), as indicated in the table below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 1

JOINT FILING AGREEMENT

 

THIS JOINT FILING AGREEMENT (this “Agreement”) is entered into as of the 29th day of December, 2008 by and among Mr. Yosef A. Maiman, a citizen of Israel and Peru, Di-Rapallo Holdings Ltd., an Israeli corporation, Merhav (M.N.F.) Ltd., an Israeli corporation, De Majorca Holdings Ltd., an Israeli corporation, Mr. Ohad Maiman, a citizen of Israel, Ms. Noa Maiman, a citizen of Israel, and Mr. Yoav 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.