AMPAL-AMERICAN ISRAEL CORP 4
4 · AMPAL-AMERICAN ISRAEL CORP · Filed Sep 24, 2007
Insider Transaction Report
Form 4
MAIMAN YOSEF A
DirectorPresident & CEO10% Owner
Transactions
- Conversion
Class A Stock
2007-09-20+4,476,389→ 32,976,674 total(indirect: See Footnote) - Conversion
Convertible Promissory Note
2007-09-20−4,476,389→ 0 total(indirect: See Footnote)Exercise: $4.65From: 2007-02-07Exp: 2007-09-20→ Class A Stock (4,476,389 underlying)
Footnotes (3)
- [F1]On November 28, 2006, Merhav (M.N.F.) Ltd. ("Merhav") entered into an agreement with a wholly owned subsidiary of the Issuer for the sale of a portion of Merhav's interest in East Mediterranean Gas Co. S.A.E., an Egyptian company ("EMG"). The transaction closed on December 21, 2006. The purchase price for the shares of EMG was approximately $128.3 million, of which, approximately $68.3 million was paid to Merhav in cash, $40 million was paid in 8,602,151 shares of the Company's Class A Stock and the balance was paid by a promissory note in the principal amount of $20 million (the "Convertible Promissory Note"), which, at the option of Merhav, could be paid in cash, additional shares of the Company's Class A Stock (based on a price per share of $4.65), or a combination thereof. The Convertible Promissory Note bears interest at 6 months LIBOR (5.375%) and matures in one or more partial payments on the earlier of September 20, 2007 or upon demand by Merhav.
- [F2]On September 20, 2007, Merhav exercised its option to convert the outstanding balance of $20,815,208 on the Convertible Promissory Note into 4,476,389 shares of Class A Stock of the Company (based on a price per share of $4.65). Upon exercising its right to conversion, Merhav surrendered to the Company the Convertible Promissory Note.
- [F3]Of these shares (i) 18,850,153 shares are owned indirectly through De Majorca Holdings Ltd. ("De Majorca"), an Israeli corporation of which 100% of the economic shares and one-fourth of the voting shares are owned by the reporting person, (ii) 9,650,132 shares are owned indirectly through Di-Rapallo Holdings Ltd. ("Di-Rapallo"), an Israeli corporation of which 100% of the economic shares and one-fourth of the voting shares are owned by the reporting person, and (iii) 4,476,389 shares are owned indirectly through Merhav, an Israeli corporation 100% owned by the reporting person. In addition, the reporting person holds an option to acquire the remaining three-fourths of the voting shares of both Di-Rapallo and De Majorca (which are currently owned by Ohad Maiman, Yoav Maiman and Noa Maiman, the son, son and daughter, respectively, of the reporting person).