| Industries |
|---|
| Investment Banking and Brokerage |
| Independent Power Producers and Energy Traders |
| Health Care Facilities |
| Exposures |
|---|
| Military |
| Political reform |
| Provide |
| Cooperate |
| Express intent |
| Event Codes |
|---|
| Warn |
| Military blockade |
| Accident |
| Solicit support |
| Grant |
| Seize |
| Release or return |
| Yield to order |
| Reward |
| Endorse |
| Demand |
| Agree |
| Yield |
| Propose |
| Wiki | Wiki Summary |
|---|---|
| Fear, uncertainty, and doubt | Fear, uncertainty, and doubt (often shortened to FUD) is a propaganda tactic used in sales, marketing, public relations, politics, polling and cults. FUD is generally a strategy to influence perception by disseminating negative and dubious or false information and a manifestation of the appeal to fear. |
| Knightian uncertainty | In economics, Knightian uncertainty is a lack of any quantifiable knowledge about some possible occurrence, as opposed to the presence of quantifiable risk (e.g., that in statistical noise or a parameter's confidence interval). The concept acknowledges some fundamental degree of ignorance, a limit to knowledge, and an essential unpredictability of future events. |
| Composite material | A composite material (also called a composition material or shortened to composite, which is the common name) is a material which is produced from two or more constituent materials. These constituent materials have notably dissimilar chemical or physical properties and are merged to create a material with properties unlike the individual elements. |
| Adverse | Adverse or adverse interest, in law, is anything that functions contrary to a party's interest. This word should not be confused with averse. |
| Adverse effect | An adverse effect is an undesired harmful effect resulting from a medication or other intervention, such as surgery. An adverse effect may be termed a "side effect", when judged to be secondary to a main or therapeutic effect. |
| Special Activities Center | The Special Activities Center (SAC) is a division of the Central Intelligence Agency responsible for covert operations and paramilitary operations. The unit was named Special Activities Division (SAD) prior to 2015. |
| Bitwise operation | In computer programming, a bitwise operation operates on a bit string, a bit array or a binary numeral (considered as a bit string) at the level of its individual bits. It is a fast and simple action, basic to the higher-level arithmetic operations and directly supported by the processor. |
| List of modern conflicts in the Middle East | This is a list of modern conflicts in the Middle East ensuing in the geographic and political region known as the Middle East. The "Middle East" is traditionally defined as the Fertile Crescent (Mesopotamia), Levant, and Egypt and neighboring areas of Arabia, Anatolia and Iran. |
| MBC Group | The Middle East Broadcasting Center (Arabic: مركز تلفزيون الشرق الأوسط), branded as MBC Group (Arabic: مجموعة إم بي سي), is a Saudi Arabian media conglomerate majority-owned by the Saudi government. It is based in the Middle East and North Africa region. |
| Sentience | Sentience is the capacity to experience feelings and sensations. The word was first coined by philosophers in the 1630s for the concept of an ability to feel, derived from Latin sentientem (a feeling), to distinguish it from the ability to think (reason). |
| Penta Investments | Penta is a Central Europe investment group founded in 1994 in Slovakia by Czech Marek Dospiva and Slovaks Jaroslav Haščák, Juraj Herko, Martin Kúšik and Jozef Oravkin.\nToday, the group actively develops companies and projects, primarily in healthcare, financial services, retail, manufacturing, real estate and media. |
| Cambridge Angels | Cambridge Angels is an organisation of business angel investors based Cambridge, UK that provides equity capital for early-stage companies primarily in the fields of technology, internet, software, hardware, and tools and technologies supporting healthcare. The group actively mentors and invests in innovative entrepreneurial teams and their ideas, to achieve returns and help realise their full potential.The group was founded in 2001 by Robert Sansom with David Cleevely. |
| Tax exemption | Tax exemption is the reduction or removal of a liability to make a compulsory payment that would otherwise be imposed by a ruling power upon persons, property, income, or transactions. Tax-exempt status may provide complete relief from taxes, reduced rates, or tax on only a portion of items. |
| Homestead exemption | The homestead exemption is a legal regime to protect the value of the homes of residents from property taxes, creditors, and circumstances that arise from the death of the homeowner's spouse.\nSuch laws are found in the statutes or the constitution of many of the states in the United States. |
| Homestead exemption in Florida | The homestead exemption in Florida may refer to three different types of homestead exemptions under Florida law: \n\nexemption from forced sale before and at death per Art. X, Section 4(a)-(b) of the Florida Constitution[1];\nrestrictions on devise and alienation, Art. |
| Participation exemption | Participation exemption is a general term relating to an exemption from taxation for a shareholder in a company on dividends received, and potential capital gains arising on the sale of shares.\n\n\n== Background ==\nThe justification for a participation exemption is to eliminate double taxation of shareholders. |
| New York Stock Exchange | The New York Stock Exchange (NYSE, nicknamed "The Big Board") is an American stock exchange in the Financial District of Lower Manhattan in New York City. It is by far the world's largest stock exchange by market capitalization of its listed companies at US$30.1 trillion as of February 2018. |
| Snap Inc. | Snap-on Incorporated is an American designer, manufacturer and marketer of high-end tools and equipment for professional use in the transportation industry including the automotive, heavy duty, equipment, marine, aviation, and railroad industries. Snap-on also distributes lower-end tools under the brand name Blue-Point. |
| Controlling interest | A controlling interest is an ownership interest in a corporation with enough voting stock shares to prevail in any stockholders' motion. A majority of voting shares (over 50%) is always a controlling interest. |
| Super-voting stock | Supervoting stock is a "class of stock that provides its holders with larger than proportionate voting rights compared with another class of stock issued by the same company." It enables a limited number of stockholders to control a company.\nUsually, the purpose of the super voting shares is to give key company insiders greater control over the company's voting rights, and thus its board and corporate actions. |
| Irish Independent | The Irish Independent is an Irish daily newspaper and online publication which is owned by Independent News & Media (INM), a subsidiary of Mediahuis.\nThe newspaper version often includes glossy magazines.Traditionally a broadsheet newspaper, it introduced an additional compact size in 2004. |
| Minority interest | In accounting, minority interest (or non-controlling interest) is the portion of a subsidiary corporation's stock that is not owned by the parent corporation. The magnitude of the minority interest in the subsidiary company is generally less than 50% of outstanding shares, or the corporation would generally cease to be a subsidiary of the parent.It is, however, possible (such as through special voting rights) for a controlling interest requiring consolidation to be achieved without exceeding 50% ownership, depending on the accounting standards being employed. |
| Concentration of media ownership | Concentration of media ownership (also known as media consolidation or media convergence) is a process whereby progressively fewer individuals or organizations control increasing shares of the mass media. Contemporary research demonstrates increasing levels of consolidation, with many media industries already highly concentrated and dominated by a very small number of firms.Globally, large media conglomerates include Bertelsmann, National Amusements (Paramount Global), Sony Group Corporation, News Corp, Comcast, The Walt Disney Company, Warner Bros. |
| Major film studios | Major film studios are production and distribution companies that release a substantial number of films annually and consistently command a significant share of box office revenue in a given market. In the American and international markets, the major film studios, often known simply as the majors or the Big Five studios, are commonly regarded as the five diversified media conglomerates whose various film production and distribution subsidiaries collectively command approximately 80 to 85% of U.S. box office revenue. |
| Consolidated financial statement | Consolidated financial statements are the "financial statements of a group in which the assets, liabilities, equity, income, expenses and cash flows of the parent company and its subsidiaries are presented as those of a single economic entity", according to International Accounting Standard 27 "Consolidated and separate financial statements", and International Financial Reporting Standard 10 "Consolidated financial statements".\n\n\n== Consolidated statement of financial position ==\nWhile preparing a consolidated financial statement, there are two basic procedures that need to be followed: first, cancel out all the items that are accounted as an asset in one company and a liability in another, and then add together all uncancelled items. |
| Transparency of media ownership in Europe | Transparency of media ownership refers to the public availability of accurate, comprehensive and up-to-date information about media ownership structures. A legal regime guaranteeing transparency of media ownership makes possible for the public as well as for media authorities to find out who effectively owns, controls and influences the media as well as media influence on political parties or state bodies. |
| Eduardo Saverin | Eduardo Luiz Saverin (; Portuguese: [eduˈaɾdu luˈis ˈsaveɾĩ]; born March 19, 1982) is a Brazilian-born billionaire entrepreneur and angel investor based in Singapore. Saverin is one of the co-founders of Facebook. |
| Prenuptial agreement | A prenuptial agreement, antenuptial agreement, or premarital agreement (commonly referred to as a prenup), is a written contract entered into by a couple prior to marriage or a civil union that enables them to select and control many of the legal rights they acquire upon marrying, and what happens when their marriage eventually ends by death or divorce. Couples enter into a written prenuptial agreement to supersede many of the default marital laws that would otherwise apply in the event of divorce, such as the laws that govern the division of property, retirement benefits, savings, and the right to seek alimony (spousal support) with agreed-upon terms that provide certainty and clarify their marital rights. |
| Haavara Agreement | The Haavara Agreement (Hebrew: הֶסְכֵּם הַעֲבָרָה Translit.: heskem haavara Translated: "transfer agreement") was an agreement between Nazi Germany and Zionist German Jews signed on 25 August 1933. The agreement was finalized after three months of talks by the Zionist Federation of Germany, the Anglo-Palestine Bank (under the directive of the Jewish Agency) and the economic authorities of Nazi Germany. |
| Anglo-Irish Agreement | The Anglo-Irish Agreement was a 1985 treaty between the United Kingdom and the Republic of Ireland which aimed to help bring an end to the Troubles in Northern Ireland. The treaty gave the Irish government an advisory role in Northern Ireland's government while confirming that there would be no change in the constitutional position of Northern Ireland unless a majority of its people agreed to join the Republic. |
| Free, prior and informed consent | Free, prior and informed consent (FPIC) is aimed to establish bottom-up participation and consultation of an indigenous population prior to the beginning of development on ancestral land or using resources in an indigenous population's territory. Indigenous people have a special connection to their land and resources and inhabit one fifth of the earth's surface. |
| List of British Rail Class 37 locomotives | The 309 members of the class 37 underwent many changes in their long career on British railways. Under the TOPS system each change was reflected in a change of identity. |
| Risk Factors |
|---|
| AMPAL-AMERICAN ISRAEL CORP those described in Part I, “Item 1A Risk Factors” and elsewhere in this report and those described from time to time in our future reports filed with the Securities and Exchange Commission |
| 11 _________________________________________________________________ _________________________________________________________________ Should any of those risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcome may vary from those described therein as anticipated, believed, estimated, expected, intended or planned |
| Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere described in this Report and other Reports filed with the Securities and Exchange Commission |
| ITEM 1A RISK FACTORS An investment in our securities involves risks and uncertainties |
| These risks and uncertainties could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this report on Form 10-K or that we make in other filings with the SEC under the Securities and Exchange Act of 1934 or in other public statements |
| The risks described below are not the only risks facing the Company |
| Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results |
| You should consider the following factors carefully, in addition to the other information contained in this Form 10-K, before deciding to purchase, sell or hold our securities: Because most of the companies in which we invest conduct their principal operations in Israel, we may be adversely affected by the economic, political, social and military conditions in the Middle East |
| Most of the companies in which we directly or indirectly invest conduct their principal operations in Israel |
| We may, therefore, be directly affected by economic, political, social and military conditions in the Middle East, including Israel’s relationship with the Palestinian Authority and Arab countries |
| In addition, many of the companies in which we invest are dependent upon materials imported from outside of Israel, including East Mediterranean Gas Company, an Egyptian joint stock company in which we own a 2prca stake |
| We also have interests in companies that export significant amounts of products from Israel |
| Accordingly, our operations could be materially and adversely affected by acts of terrorism or if major hostilities should occur in the Middle East or trade between Israel and its present trading partners should be curtailed, including as a result of acts of terrorism in the United States |
| Any such effects may impact our value and the value of our investee companies |
| The SEC may re-examine, suspend or modify our exemption from the Investment Company Act of 1940, as amended |
| In 1947, the SEC granted us an exemption from the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to an exemptive order |
| The exemptive order was granted based upon the nature of our operations, the purposes for which we were organized, which have not changed, and the interest of purchasers of our securities in the economic development of Israel |
| There can be no assurance that the SEC will not re-examine the exemptive order and revoke, suspend or modify it |
| A revocation, suspension or material modification of the exemptive order could materially and adversely affect us unless we were able to obtain other appropriate exemptive relief |
| In the event that we become subject to the provisions of the 1940 Act, we could be required, among other matters, to make changes, which might be material, to our management, capital structure and methods of operation, including our dealings with principal shareholders and their related companies |
| 12 _________________________________________________________________ _________________________________________________________________ As most of our investee companies conduct business outside of the United States, we are exposed to foreign currency and other risks |
| We are subject to the risks of doing business abroad, including, among other risks, foreign currency exchange rate risks, changes in interest rates, equity price changes of our investee companies, import restrictions, anti-dumping investigations, political or labor disturbances, expropriation and acts of war |
| No assurances can be given that we will be protected from future changes in foreign currency exchange rates that may impact our financial condition or performance |
| Foreign securities or illiquid securities in our portfolio involve higher risk and may subject us to higher price volatility |
| Investing in securities of foreign issuers involves risks not associated with US investments, including settlement risks, currency fluctuations, local withholding and other taxes, different financial reporting practices and regulatory standards, high costs of trading, changes in political conditions, expropriation, investment and repatriation restrictions, and settlement and custody risks |
| Changes in accounting standards and taxation requirements could affect our financial results |
| New accounting standards or pronouncements that may become applicable to the Company from time to time, or changes in the interpretation of existing standards and pronouncements, could have a significant effect on our reported results for the affected periods |
| We are also subject to income tax in the numerous jurisdictions in which we generate revenues |
| Increases in income tax rates could reduce our after-tax income from affected jurisdictions |
| The loss of key executives could cause our business to suffer |
| Yosef A Maiman, our Chairman, and other key executives have been key to the success of our business to date |
| The loss or retirement of such key executives services could adversely affect us |
| YM Noy Investments Ltd |
| YM Noy Investments Ltd, an Israeli company held approximately 58dtta29prca of the voting power of our Class A Stock as of March 6, 2006 |
| Yosef A Maiman, the Chairman of our board of directors, owns 100prca of the economic shares and one-third of the voting shares of YM Noy Investments Ltd |
| Maiman holds an option to acquire the remaining two-thirds of the voting shares of YM Noy Investments Ltd |
| (which are currently owned by Ohad Maiman and Noa Maiman, the son and daughter, respectively, of Mr |
| By virtue of its ownership of Ampal, YM Noy Investments Ltd |
| is able to control our affairs and to influence the election of the members of our board of directors |
| YM Noy Investments Ltd |
| Because we are a “controlled company,” we are exempt from complying with certain Nasdaq listing standards |
| own more than 50prca of our voting power, we are deemed to be a “controlled company” under the rules of the Nasdaq National Market |
| As a result, we are exempt from the Nasdaq rules that require listed companies to have (i) a majority of independent directors on the board of directors, (ii) a compensation committee and nominating committee composed solely of independent directors, (iii) the compensation of executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors and (iv) a majority of the independent directors or a nominating committee composed solely of independent directors elect or recommend director nominees for selection by the board of directors |
| Accordingly, our directors who hold management positions or who are otherwise not independent have greater influence over our business and affairs |
| 13 _________________________________________________________________ _________________________________________________________________ Our activities could be restricted as a result of agreements between our controlling shareholder and its lender |
| Based upon statements of beneficial ownership filed with the SEC by YM Noy Investments ltd, Yosef A Maiman, Ohad Maiman and Noa Maiman, the repayment of the borrowed funds used to finance YM Noy Investment’s Ltd |
| ‘s acquisition of a controlling interest in us, consisting of 11cmam444cmam112 shares of our Class A Stock, was principally financed by Bank Leumi Le-Israel BM According to the statements of beneficial ownership, the repayment of the borrowings are guaranteed by a personal guarantee by Mr |
| Maiman and secured by YM Noy Investment Ltd |
| ‘s pledge of such shares of our Class A Stock to the bank |
| The statements of beneficial ownership report that the pledge agreement with the bank includes restrictions on YM Noy Investments Ltd |
| ‘s voting rights and grants the bank certain voting rights with respect to the pledged shares, and that its credit agreement with the bank requires YM Noy Investments Ltd |
| to maintain a controlling interest in us for so long as any amounts remain outstanding pursuant to the credit facilities |
| The statements of beneficial ownership also report that YM Noy Investments Ltd |
| agreed that it will cause us to not issue any shares of our Class A Stock or options to acquire shares of our Class A Stock, except for employee stock options to our employees, consultants and directors and provided that YM Noy Investments Ltd |
| In addition, the statements of beneficial ownership reported that YM Noy Investments Ltd |
| has agreed, unless it has received the prior consent of the bank and until the borrowings have been repaid in full, to cause us to refrain from making any decisions with regard to our winding-up, change in corporate structure, reorganization or merger |
| The statements of beneficial ownership also reported that YM Noy Investments Ltd |
| has agreed, unless it has received the prior consent of the bank, not to sign any voting or other agreement regarding the shares and to oppose any change in our certificate of incorporation and by-laws and any resolution or other act which will or might result in the dilution of YM Noy Investments Ltd |
| We do not typically pay cash dividends on our Class A Stock |
| We have not paid a dividend on our Class A Stock other than in 1995 |
| Past decisions not to pay cash dividends on Class A Stock reflected our policy to apply retained earnings, including funds realized from the disposition of holdings, to finance our business activities and to redeem debentures |
| The payment of cash dividends in the future will depend upon our operating results, cash flow, working capital requirements and other factors we deem pertinent |
| The market price per share of our Class A Stock on Nasdaq fluctuates and has traded in the past at less than our book value per share |
| Stock prices of companies, both domestically and abroad, are subject to fluctuations in trading price |
| Therefore, as with company like ours that invests in stocks of other companies, our book value and market price will fluctuate, especially in the short term |
| As of December 31, 2005, the market price on Nasdaq of dlra3dtta95 per share of our Class A Stock is less than our book value of dlra4dtta43 per share calculated in accordance with our consolidated financial statements |
| You may experience a decline in the value of your investment and you could lose money if you sell your shares at a price lower than you paid for them |
| It is our policy not to publish the value of our assets or our views on the conditions of or prospects for our investee companies |
| To the extent the value of our ownership interests in our investee companies were to experience declines in the future, our performance would be adversely impacted |
| Our Class A Stock may not be liquid |
| Our Class A Stock is currently traded on Nasdaq |
| The trading volume of our Class A Stock may be adversely affected due to the limited marketability of our Class A Stock as compared to other companies listed on Nasdaq |
| Accordingly, any substantial sales of our Class A Stock may result in a material reduction in price of our Class A Stock because relatively few buyers may be available to purchase our Class A Stock |