SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
_________________________________________________________________
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: ( )
<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.
- -----------------------------------------------------------------
__
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |__|
__
(b) |__|
- ---------------------------------------------------------------
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 7,362,352
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
9
EACH SOLE DISPOSITIVE POWER
7,362,352
REPORTING
PERSON -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
WITH
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,362,352
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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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<PAGE>
This statement constitutes Amendment No. 3 to the
Statement on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission by Rebar Financial Corp.
("Rebar") in connection with its beneficial ownership of shares
of Class A Stock ("Class A Stock") of Ampal-American Israel
Corporation, a New York corporation (the "Issuer").
Unless otherwise defined herein, capitalized terms used
herein shall have the meanings set forth in the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented by adding the
following:
Rebar and the Bank have reached an understanding that
the Election Shareholder Meeting, as defined in the Stock
Purchase Agreement described in the Schedule 13D, which under the
terms of the Stock Purchase Agreement is required to take place
no later than March 31, 1997, will take place in May 1997 in
conjunction with the Issuer's annual meeting of stockholders.
However, Rebar has not waived its right under the Stock Purchase
Agreement to require the Election Shareholder Meeting to take
place prior to March 31, 1997.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and
supplemented by adding the following:
(a) On December 11, 1996, the Supplemental Closing
under the Stock Purchase Agreement described in the Schedule 13D
took place. At the Supplemental Closing, the Seller delivered to
Rebar 1,500,001 shares of Class A Stock of the Issuer, and Rebar
released to the Seller the $11,798,583 (plus interest) deposit
established at the Initial Closing. No additional consideration
was required to be paid by Rebar at the Supplemental Closing.
(b) Based on the number of shares of Class A Stock of
the Issuer outstanding as set forth in its Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1996, as
adjusted to reflect the exchange by Bank Hapoalim B.M. of
3,000,000 shares of Common Stock of the Issuer for 3,000,000
shares of Class A Stock of the Issuer immediately following the
Supplemental Closing, Rebar holds approximately 31.14% of the
issued and outstanding Class A Stock of the Issuer.
<PAGE>
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/ Raz Steinmetz
-----------------------
Name: Raz Steinmetz
Title: Vice President
Dated: December 18, 1996
