<PAGE>
IN ACCORDANCE WITH RULE 201 OF REGULATION S-T, THIS SCHEDULE 13G IS BEING
FILED IN PAPER PURSUANT TO A TEMPORARY HARDSHIP EXEMPTION.
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
AG Associates, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of class of Securities)
001073105
------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
PAGE 1 OF 4 PAGES
----- -----
SEC 1745 (2/92)
<PAGE>
CUSIP NO. 001073105 13G PAGE 2 OF 4 PAGES
----------- ----- -----
1 NAME OR REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Investment Company of Bank Hapoalim Ltd. (no social security number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF 5 SOLE VOTING POWER
SHARES 696,228
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 696,228
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.69%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 001073105 13G PAGE 3 OF 4 PAGES
----------- ----- -----
ITEM 1.
(a) AG Associates, Inc.
(b) 4425 Fortran Drive, San Jose, California 95134-2300
ITEM 2.
(a) Investment Company of Bank Hapoalim, Ltd..
(b) 3 Daniel Frisch St., Tel Aviv 64731, Israel
(c) Israel
(d) common stock
(e) 001073105
ITEM 3.
Not applicable.
ITEM 4. OWNERSHIP.
(a) 696,228
(b) 11.69%
(c)
(i) 696,228
(ii) None
(iii) 696,228
(iv) None
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
<PAGE>
CUSIP NO. 001073105 13G PAGE 4 OF 4 PAGES
----------- ----- -----
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2-12-97
---------------------------
Date
INVESTMENT COMPANY
OF BANK HAFOALIM LTD.
/s/
---------------------------
Signature
P. Bitterman Cohen/ V.P.
---------------------------
Name/Title
U. Levit/ Managing Director
---------------------------
Name/Title
