SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 31)
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)
Yoram Weissbrem, Secretary
Bank Hapoalim B.M.
50 Rothschild Boulevard
Tel Aviv 61000, Israel
972-3-5673333
_____________________________________________________________
(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: ( )
SCHEDULE 13D
CUSIP No. 032015 10 9
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BANK HAPOALIM B.M.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 10,500,991*
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 10,500,991*
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,500,991*
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.2%*
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
BK
_________________________________________________________________
* Assuming conversion of the shares of 6-1/2% Preferred and 4%
Preferred owned by the Bank.
This statement constitutes Amendment No. 31 to the Statement on
Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange
Commission by Bank Hapoalim B.M. (the "Bank") in connection with its
beneficial ownership of shares of Class A Stock ("Class A Stock") of
Ampal-American Israel Corporation, a New York corporation ("Ampal").
Unless otherwise defined, capitalized terms used herein shall have
the meanings ascribed to them in the Schedule 13D.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented by adding the following:
On May 12, 1996, the Bank and a wholly owned subsidiary of the Bank
(collectively, the "Seller") entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with Rebar Financial Corp., a company in-
corporated under the laws of the British Virgin Islands (the "Purchaser"),
and Daniel Steinmetz, Benjamin Steinmetz and Raz Steinmetz (which are
defined as the "Stokholders" in the Stock Purchase Agreement and are
responsible for all of the Purchaser's obligations under the Stock
Purchase Agreement), pursuant to which, among other things, the
Purchaser 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") and 5,742,351 shares of Class A Stock (the "Sale").
Pursuant to the Stock Purchase Agreement the Seller may sell to the
Purchaser 7,242,352 shares of Class A Stock (the "First Alternative"), of
which either 5,742,351 or in the discretion of the Seller any lesser number
of shares of Class A Stock shall be delivered at a closing which is expected
to occur five business days after obtaining the approval of the Sale by
certain Israeli governmental agencies (the "Closing"). At a supplemental
closing (the "Supplemental Closing") the Seller shall deliver to the
Purchaser such number of shares of Class A Stock that, together with the
shares of Class A Stock delivered at the Closing, shall aggregate 7,242,352
shares of Class A Stock. The Supplemental Closing shall take place not
later than March 31, 1997. In the event 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 Closing and the Supplemental Closing at the same time. The price per
share of Class A Stock to be paid by the Purchaser is $7.74 plus the amount
of interest at LIBOR accrued from February 16, 1996 until the date of
payment (the "Share Price"). In the event the Bank delivers at the Closing
5,742,351 shares of Class A Stock, the Purchaser is obligated to pay at the
Closing the Share Price multiplied by 7,242,352. In the event the Bank
delivers at the Closing fewer than 5,742,351 shares of Class A Stock, the
Purchaser is obligated to pay at the Closing and at the Supplemental
Closing, as the case may be, the Share Price multiplied by such number of
shares of Class A Stock delivered at the particular closing.
Alternatively, the Seller may elect to sell to the Purchaser
1,500,001 shares of Common Stock, together with 5,742,351 shares of Class A
Stock (the "Second Alternative"), of which either 5,742,351 or in the discre-
tion of the Seller any lesser number of shares of Class A Stock shall be
delivered at the Closing. At the Supplemental Closing the Seller shall
deliver to the Purchaser 1,500,001 shares of Common Stock together with
such number of shares of Class A Stock that, together with the shares of
Class A Stock delivered at the Closing, shall aggregate 5,742,351 shares of
Class A Stock. The Bank may elect to hold the Closing and the Supplemental
Closing at the same time. If the Seller elects the Second Alternative the
Purchaser will be required to pay the Seller an increased purchase price.
The shares the Seller is expected to sell under either the First Alternative
or under the Second Alternative are hereinafter referred to as the "Sold
Shares".
The Stock Purchase Agreement further 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"). As previously
disclosed by the Bank, it was contemplated that the Bank would propose a
modification to the terms of the Common Stock pursuant to which the rights
of the Common Stock would be equalized with those of the Class A Stock. The
Stock Purchase Agreement also provides that the Purchaser is required, if
requested in writing by the Seller, to vote for any resolution in connection
with the Reclassification or the Waiver. 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
that 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 the
Purchaser to Ampal's Board of Directors until such time as Ampal's
directors are elected at Ampal's shareholders meeting. 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 Ampal's Board of Directors to call a
shareholder meeting not later than March 31, 1997 (the "Election Share-
holder 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 the Purchaser 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 the Purchaser 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
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 Ampal, the
Purchaser will use its best efforts so that Ampal's Board of Directors
shall consist of directors designated by the Bank reflecting the Bank's
proportionate holdings in Ampal.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented by adding the following:
Pursuant to the Stock Purchase Agreement the Seller is obligated to
deliver to the Purchaser any dividend paid with respect to the Sold Shares
from the date the Stock Purchase Agreement was signed until the date of
the Supplemental Closing.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented by adding the following:
Pursuant to the Stock Purchase Agreement, the Seller acknowledged
that the Purchaser intends to pledge all or part of the Sold Shares to an
Israeli or European banking institution as security for a financing to
purchase the Sold Shares. The Seller undertook to use its best efforts
to assist the Purchaser in pledging the Sold Shares. The Purchaser will
not be relieved from its obligations under the Stock Purchase Agreement
in the event that it does not obtain such financing.
The Stock Purchase Agreement also provides that during the period
between the signing of the Stock Purchase Agreement and the date of the
Closing the Seller shall vote its shares at Ampal's shareholder meeting
against (i) any amendment to Ampal's Certificate of Incorporation or By
Laws that 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 Ampal to prevent transactions
by Ampal that might infringe upon the Purchaser's rights pursuant to the
Stock Purchase Agreement or that are not in the ordinary course of
business, and with respect to which the Purchaser 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 date
of the Supplemental Closing, in the event that the Reclassification or
the Waiver occurs prior to the Supplemental Closing, or (ii) prior to
the Reclassification or the Waiver, in the event that the Supplemental
Closing occurs prior to the Reclassification or the Waiver.
Pursuant to the Stock Purchase Agreement the Purchaser agreed that
for so long as the Bank, directly or indirectly, holds at least 19-1/2% of
the voting rights in Ampal, the Purchaser will use its best efforts to
preserve the Bank's interests in Ampal and to ensure that the Bank's
interests are not prejudiced by any future activities of Ampal (including
by enabling the Seller to participate in future private placements by
Ampal in order to maintain its proportionate interest in Ampal).
The Stock Purchase Agreement also provides that if, in connection
with the Waiver (i) the Common Stock dividend rights are not equalized
with the Class A Stock dividend rights, or (ii) the authority to declare
dividends, other than the mandatory dividend on the 4% Preferred and on
the 6-1/2% Preferred, is not delegated to the shareholders of Ampal, the
Purchaser 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.
The Stock Purchase Agreement further provides that the Purchaser 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,
the Purchaser 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 cir-
cumstances, to participate in future private sales by the Purchaser 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, an English trans-
lation of which will be filed as soon as practicable as an Exhibit to the
Schedule 13D, and will be incorporated by reference to the Schedule 13D.
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. will be filed as an Exhibit as soon as practicable.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
BANK HAPOALIM B.M.
By: /s/ Yaacov Elinav
Name: Yaacov Elinav
Title: Senior Deputy Managing Director
By: /s/ Nurit Raviv
Name: Nurit Raviv
Title: Advocate
Dated: May 16, 1996
