zk1109334.htm
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): January 24, 2011 (January 24, 2011)
Ampal-American Israel Corporation
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction of incorporation)
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0-538
(Commission File Number)
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13-0435685
(IRS Employer Identification No.)
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555 Madison Avenue New York, NY, USA
(Address of principal executive offices)
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10022
(Zip Code)
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(866) 447-8636
(Registrant’s telephone number, including area code)
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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))
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Item 7.01. Regulation FD Disclosure.
On January 24, 2011, Ampal-American Israel Corporation (the “Company”) made a presentation (the “Presentation”) to analysts and investors in Tel Aviv. The Presentation is also being made available on the Company’s website (www.ampal.com). The full text of the Presentation issued by the Company is furnished as Exhibit 99.1 and is incorporated herein by reference.
Non-GAAP Financial Measures
In the Presentation, the Company disclosed adjusted EBITDA as a financial measure for certain of its subsidiary companies. Adjusted EBITDA is a non-GAAP financial measure, as defined in Regulation G promulgated by the SEC. Reconciliations of the applicable adjusted EBITDA measures are included within the text of the Presentation.
The Company defines adjusted EBITDA as earnings before interest, income tax provision, depreciation and amortization, adjusted for non-recurring expenses. Management believes adjusted EBITDA for certain of its subsidiaries to be a meaningful indicator of their performance that provides useful information to investors regarding their financial condition and results of operations. Presentation of adjusted EBITDA is a non-GAAP financial measure commonly used by management to measure operating performance. While management considers adjusted EBITDA to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for, net income and other measures of financial performance reported in accordance with Generally Accepted Accounting Principles. Adjusted EBITDA does not reflect cash available to fund cash requirements. Not all companies calculate adjusted EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of 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:
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99.1
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Presentation of Ampal-American Israel Corporation, dated January 24, 2011.
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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.
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AMPAL-AMERICAN ISRAEL CORPORATION
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Date: January 24, 2011
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By:
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/s/ Yoram Firon |
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Name: Yoram Firon |
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Title: Vice President - Investments and Corporate Affairs |
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EXHIBIT INDEX
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99.1
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Presentation of Ampal-American Israel Corporation, dated January 24, 2011.
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