SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
_________________________________________________________________
AMPAL - AMERICAN ISRAEL CORPORATION
_________________________________________________________________
(Name of Issuer)
Class A Stock, par value $1.00 per share
_________________________________________________________________
(Title of Class and Securities)
032015 10 9
_________________________________________________________________
(CUSIP Number of Class of Securities)
Kenneth L. Henderson, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 541-2000
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 1996
_________________________________________________________________
(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 which is the subject of
this Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
Check the following box if a fee is being paid with this
Statement: (X)
<PAGE>
SCHEDULE 13D
CUSIP No. 032015-10-9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
REBAR FINANCIAL CORP.
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__
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |__|
__
(b) |__|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED __
PURSUANT TO ITEMS 2(d) or 2(E) |__|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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7 SOLE VOTING POWER
NUMBER OF 7,242,352*
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
9
EACH SOLE DISPOSITIVE POWER
7,242,352*
REPORTING
PERSON -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,242,352*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES __
CERTAIN SHARES* |__|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.4%*
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14 TYPE OF REPORTING PERSON
CO
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* The Reporting Person has a right to acquire 5,742,351 shares
of Class A Stock and up to an additional 1,500,000 shares of
Class A Stock or Common Stock pursuant to a Stock Purchase
Agreement dated May 12, 1996.<PAGE>
Item 1. Security and Issuer
This Statement relates to the acquisition by Rebar
Financial Corp. ("Rebar") of up to 7,242,352 shares of Class A
Stock, par value $1.00 per share (the "Class A Stock") of Ampal-
American Israel Corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 1177 Avenue of the
Americas, New York, New York 10036.
Item 2. Identity and Background
(a)-(c), (f). This Statement is being filed by Rebar
Financial Corp., a corporation organized under the laws of the
British Virgin Islands with a business address at c/o Icaza,
Gonzalez-Ruiz & Aleman (BVI), Ltd., Wickhams Cay, Road Town,
Tortola, British Virgin Islands. Rebar was formed for the
purpose of entering into the Stock Purchase Agreement with Bank
Hapoalim B.M. (the "Bank") described in Items 4 and 6 of this
Statement, and to acquire shares of capital stock of the Issuer
cpursuant to such agreement or otherwise.
The Directors, executive officers and controlling
persons of Rebar are Benjamin Steinmetz, Daniel Steinmetz and Raz
Steinmetz (the "Principals").
Benjamin Steinmetz, the President and a Director of
Rebar, is a citizen of Israel and a resident of Belgium. His
business address is c/o R. Steinmetz & Sons BVBA, Schupstraat 17,
2018 Antwerp, Belgium. His principal business activity is the
management of family owned companies engaged in the rough and
polished diamond business.
Daniel Steinmetz, a Vice President and a Director of
Rebar, is a citizen and resident of Israel. His business address
is c/o R. Steinmetz & Sons Diamonds, 1 Jabotinsky Street, Ramat
Gan, Israel. His principal business activity is the management
of family owned companies engaged in the rough and polished
diamond business.
Raz Steinmetz, Vice President and Secretary and a
Director of Rebar, is a citizen of Israel and a temporary
resident of the United States. His current residence address is
6 Kings Point Road, Great Neck, New York. At present, Mr. Raz
Steinmetz is involved in managing family investments and
assisting in the operations of the family's diamond business in
the United States.
(d), (e). During the last five years, none of Rebar or
any of its directors, officers or controlling persons has been
convicted in a criminal proceeding (excluding minor traffic
violations or similar misdemeanors) or was 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. Source and Amount of Funds or other Consideration
Rebar intends to finance the acquisition of the Shares
through equity contributions from its shareholders and with the
proceeds of a loan from an Israeli or European banking
institution. Although no arrangements have yet been entered into
with any lender, Rebar expects that it will pledge all or part of
the Sold Shares (as defined below) as collateral for the
acquisition loans.
Item 4. Purpose of Transaction
On May 12, 1996, Rebar and the Principals entered into
a Stock Purchase Agreement (the "Stock Purchase Agreement") with
the Bank and with Atad Hevra Lehashkaot Limited, a wholly owned
subsidiary of the Bank ("Atad" and, together with the Bank, the
"Seller"), pursuant to which, among other things, Rebar has
agreed to purchase either 7,242,352 shares of Class A Stock or
1,500,001 shares of Common Stock, par value $1.00 per share (the
"Common Stock") of the Issuer and 5,742,351 shares of Class A
Stock (the "Sale"). The shares of Class A Stock, or Class A
Stock and Common Stock, Rebar is required to purchase are
hereinafter referred to as the "Sold Shares."
Rebar intends to acquire the Class A Stock, or the
Class A Stock and the Common Stock, for investment purposes.
After the Closing, the principals of Rebar intend to become
actively involved in the management of the business of the
Issuer, including participating in the establishment of corporate
objectives and strategies and the selection, evaluation and
disposition of investments.
Reference is made to Item 6 of this Statement for a
description of certain terms of the Stock Purchase Agreement,
including provisions relating to changes in the capital structure
and composition of the Board of Directors of the Issuer.
Item 5. Interest in Securities of the Issuer
Under the Stock Purchase Agreement, Rebar will acquire
up to 7,242,352 shares of Class A Stock of the Issuer. Based on
the number of shares of Class A Stock of the Issuer outstanding
as set forth in its Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, if Rebar acquires all 7,242,352
shares of Class A Stock, it will hold 35.4% of the issued and
outstanding shares of Class A Stock.
As described under Items 4 and 6 of this Statement, the
Seller, in lieu of the foregoing, may elect to sell to Rebar
5,742,351 shares of Class A Stock and 1,500,001 shares of the
Issuer's Common Stock. In such event, Rebar will be the
beneficial owner of 28.1% of the issued and outstanding shares of
Class A Stock and of more than 50% of the Issuer's issued and
outstanding Common Stock.
Upon completion of the Sale, Rebar will have sole
voting and dispositive power with regard to the shares of Class A
Stock, and any shares of Common Stock, acquired by Rebar pursuant
to the Stock Purchase Agreement.
Other than entering into the Stock Purchase Agreement,
none of Rebar or any of the Principals has effected any
transactions during the past sixty days with respect to the Class
A Stock or any other securities of the Issuer.
Under the terms of the Stock Purchase Agreement, the
Seller is obligated to deliver to Rebar any dividend declared or
paid with respect to the Sold Shares from the date the Stock
Purchase Agreement was signed until the date of the final
closing.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Pursuant to the Stock Purchase Agreement, the Seller
may sell to Rebar, at the option of the Seller, either (i)
7,242,352 shares of Class A Stock (the "First Alternative"), or
(ii) 1,500,001 shares of Common Stock and 5,742,351 shares of
Class A Stock (the "Second Alternative").
If the Seller elects either the First Alternative or
the Second Alternative, the Seller must deliver to Rebar
5,742,351 (or in the discretion of the Seller a lesser number of
shares) of Class A Stock at a closing which is expected to occur
five business days after the obtaining of the approval of the
Sale by certain Israeli governmental agencies (the "Closing").
At a supplemental closing (the "Supplemental Closing"), the
Seller must deliver to Rebar either (i) if the Seller has elected
the First Alternative, a number of shares of Class A Stock that,
when added to the number of shares of Class A Stock delivered at
the Closing, equals 7,242,352 shares of Class A Stock, or (ii) if
the Seller elects the Second Alternative, 1,500,001 shares of
Common Stock and a number of shares of Class A Stock that, when
added to the number of shares of Class A Stock delivered at the
Closing, equals 5,742,351 shares of Class A Stock. The
Supplemental Closing must take place no later than March 31,
1997, except that if the Bank receives an extension from the
Central Bank of the State of Israel to complete the Sale, the
latest date by which the Supplemental Closing must occur shall be
extended to the earlier of either the expiration date of the
extension granted by the Central Bank of the State of Israel, or
September 30, 1997. The Bank may elect to hold the Supplemental
Closing at the same time as the Closing.
The price per share of Class A Stock to be paid by Rebar
under either the First Alternative or the Second Alternative is
$7.74 plus the amount of interest at LIBOR accrued from February
16, 1996 until the date of payment (the "Share Price"). If the
Seller delivers at the Closing 5,742,351 shares of Class A Stock,
Rebar is obligated to pay at the Closing the Share Price
multiplied by 7,242,352. If the Seller delivers at the Closing
fewer than 5,742,351 shares of Class A Stock, Rebar is obligated
at the Closing and the Supplemental Closing to pay only the Share
Price multiplied by the number of shares of Class A Stock
actually delivered at the Closing or the Supplemental Closing, as
the case may be. In addition, if the Seller elects the Second
Alternative and delivers Common Stock at the Supplemental
Closing, Rebar will be obligated to pay, in addition to the Share
Price for the Class A Stock delivered, an additional purchase
price on account of the Common Stock.
The Stock Purchase Agreement provides that for so long
as the Seller has not delivered the Common Stock under the Second
Alternative, or for so long as the date of the Supplemental
Closing has not occurred, the Seller may elect to either (i)
initiate a reclassification of Ampal's Common Stock into Class A
Stock (the "Reclassification"), or (ii) waive its weighted voting
rights with respect to the Common Stock (the "Waiver"). The
Stock Purchase Agreement also provides that Rebar is required, if
requested in writing by the Seller, to vote for any resolution in
connection with the Reclassification or the Waiver on the terms
set forth in the Stock Purchase Agreement. In the event the
Seller owns any shares of Common Stock after the Reclassification
or the Waiver, the Seller has agreed to vote such shares,
whenever the holders of the Common Stock are entitled to vote on
any matter as a class, in the same manner voted by the holders of
the shares of the Class A Stock.
The Stock Purchase Agreement also provides that in the
event that the Seller elects the First Alternative without the
Reclassification having been completed by the date of the
Supplemental Closing, the Seller is obligated to effect the
Waiver by the date of the Supplemental Closing, and until the
Supplemental Closing occurs, the Waiver shall be deemed to be
effective on the date of the Closing, provided that the Seller
shall be entitled to exercise its weighted voting rights with
respect to the Common Stock in order to fulfill its obligations
and exercise its rights under the Stock Purchase Agreement.
However, the Stock Purchase Agreement further provides the Seller
can elect the First Alternative prior to the completion of the
Reclassification or the Waiver, provided that either the
Reclassification or the Waiver be completed by March 31, 1997.
In the event the Seller elects the Second Alternative, the Seller
would not be permitted to initiate the Reclassification.
The Stock Purchase Agreement also provides that
following the date of the Closing and until the date of the
Supplemental Closing, the Seller shall use its best efforts to
add three directors designated by Rebar to the Issuer's Board of
Directors until such time as directors are elected at a meeting
of the Issuer's shareholders. In addition, the Seller undertook
that if the Reclassification or the Waiver takes place prior to
the date of the Supplemental Closing, it would, (i) take the
necessary legal steps to cause the Issuer's Board of Directors to
call a shareholder meeting not later than March 31, 1997 (the
"Election Shareholder Meeting"), (ii) vote in the Election
Shareholder Meeting for a new Board of Directors which will
consist of thirteen directors, of which ten directors will be
designated by Rebar and three directors will be designated by the
Seller, and (iii) take whatever action is legally required so
that immediately after the Reclassification or the Waiver, and
until the Election Shareholder Meeting, the number of directors
designated by Rebar shall be greater than the number of directors
designated by the Seller. In the event that the date of the
Supplemental Closing occurs prior to the Reclassification or to
the Waiver, the Seller's undertakings (i), (ii) and (iii), as
mentioned above, shall be carried out either simultaneously with
or immediately after the date of the Supplemental Closing. In
addition, the Stock Purchase Agreement provides that for so long
as the Bank, directly or indirectly, holds at least 8-1/3% of the
voting rights in the Issuer, Rebar will use its best efforts so
that the Issuer's Board of Directors shall consist of directors
designated by the Bank reflecting the Bank's proportionate
holdings in the Issuer.
During the period between the signing of the Stock
Purchase Agreement and the date of the Closing, the Seller is
required under the terms of the Stock Purchase Agreement to vote
its shares in the Issuer's shareholder meetings against (i) any
amendment to Ampal's Certificate of Incorporation or By Laws,
which is not part of the Reclassification or the Waiver, and (ii)
any other resolution that might infringe upon the Purchaser's
rights pursuant to the Stock Purchase Agreement. The Seller also
undertook to exercise its legitimate influence with respect to
the Issuer to prevent transactions by the Issuer that might
infringe upon Rebar's rights pursuant to the Stock Purchase
Agreement, or that are not in the ordinary course of business,
and with respect to which Rebar expresses its objection. In
addition, the Seller undertook not to sell, pledge or transfer in
any other way any of its Common Stock (i) prior to the
Supplemental Closing, or (ii) prior to the Reclassification, in
the event that the date of the Supplemental Closing occurs prior
to the Reclassification.
Pursuant to the Stock Purchase Agreement Rebar agreed,
subject to certain conditions, that for so long as the Bank,
directly and indirectly, holds at least 19 1/2% of the voting rights
in the Issuer, to use its best efforts to preserve the Bank's
interests in the Issuer and to ensure that the interests of the
Bank are not prejudiced by any future activities of the Issuer
(including by enabling the Seller to participate in future
private placements by the Issuer in order to maintain its
proportionate interest in the Issuer).
The Stock Purchase Agreement also provides that if, as
a result of the Waiver, the Common Stock dividend rights are not
equalized to the Class A Stock dividend rights, and authority to
approve certain dividend resolutions (as set forth in the Stock
Purchase Agreement) other than the mandatory dividend on the 4%
Preferred Stock and on the 6 1/2% Preferred Stock, is not delegated
to the Issuer's shareholders, while preserving the weighted
voting rights of the Common Stock for these purposes, then Rebar
will support a dividend distribution only if the dividend rate on
the Common Stock is identical to the dividend rate on the Class A
Stock. If dividends are declared and paid at different rates,
and if Rebar supported the dividend declaration in violation of
the foregoing covenant, then Rebar is obligated under the Stock
Purchase Agreement to make a compensatory payment to the Seller.
The Stock Purchase Agreement further provides that
Rebar will have certain rights of first refusal with respect to
future sales by the Seller of its shares in Ampal. In addition,
under certain circumstances, Rebar is entitled to purchase from
the Seller a number of shares of Class A Stock equal to the
number of shares sold by the Seller in market transactions. The
Seller has the right, under certain circumstances, to participate
in future private sales by Rebar of its shares of Class A Stock.
The description of the Stock Purchase Agreement set
forth herein is only a summary of certain provisions of the Stock
Purchase Agreement and is qualified by reference to the text of
that agreement which will be filed as an exhibit hereto, and is
hereby incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
An English translation of the Stock Purchase Agreement,
dated May 12, 1996, by and among Bank Hapoalim B.M., Atad Hevra
Lehashkaot Limited, and Rebar Financial Corp., Benjamin
Steinmetz, Daniel Steinmetz and Raz Steinmetz will be filed by
amendment as soon as available.
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the infor-
mation set forth in this statement is true, complete and correct.
REBAR FINANCIAL CORP.
By:/s/ Benjamin Steinmetz
__________________________
Name: Benjamin Steinmetz
Title: President
Dated: May 22, 1996
