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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                 SCHEDULE 14D-1
                             Tender Offer Statement
                          Pursuant to Section 14(d)(1)
                     
                        of the Securities Exchange Act of 1934
   
                              (Amendment No. 1)
    
                                       and
                                  SCHEDULE 13D
                           Pursuant to Section 13(D)
                     of the Securities Exchange Act of 1934
   
                              (Amendment No. 1)
                               ------------------
    
                                   AMBAR, INC.
                            (Name of Subject Company)
                               ------------------
                              AI ACQUISITIONS CORP.
                                AI PARTNERS L.P.
                                    (Bidders)
                                -----------------
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                         (Title of Class of Securities)
                               ------------------
                                  023162 10 0
                      (CUSIP Number of Class of Securities)
                               ------------------
                                AI PARTNERS L.P.
                          ATTENTION: ROBERT F. SEMMENS
                           375 PARK AVENUE, SUITE 1705
                            NEW YORK, NEW YORK 10152
                                 (212) 339-9100

   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                    and Communications on Behalf of Bidders)

                                 with a copy to:

                              MARK ZVONKOVIC, ESQ.
                             ANDREWS & KURTH L.L.P.
                              425 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 850-2800
                                                                               
                                                      
                                                     
                                                                            -
                                                                             
                                                
          

               
                                                                             

  
  
                                                 
                                                                             
                                                                              
             
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      AI Acquisitions Corp., a Delaware corporation (the "Purchaser"), and 
AI Partners L.P., a Delaware limited partnership ("Parent"), hereby amend 
their Tender Offer Statement on Schedule 14D-1, dated July 9, 1996, relating 
to a tender offer to purchase all outstanding shares of common stock, par value
$.01 per share (the "Shares"), of AMBAR, Inc., a Delaware corporation (such
Tender Offer Statement on Schedule 14D-1, the "Schedule 14D-1"). All terms
defined in the Schedule 14D-1 have the same meanings in this Amendment. 
    

ITEM 2--IDENTITY AND BACKGROUND

   
      Item 2 is hereby amended in its entirety to read as follows:

      (a) - (d) and (g) This Schedule 14D-1 is being filed by the Purchaser,
Parent, The Beacon Group, a New York general partnership ("The Beacon Group")
and their affiliates. The information set forth in "Introduction," Section 8
("Certain Information Concerning The Beacon Group, Parent and the Purchaser")
and in Schedule I ("Certain Information Concerning The Beacon Group, Parent and
the Purchaser") of the Offer to Purchase is incorporated herein by reference.

      (e) and (f) During the last five years, neither the Purchaser, Parent or
The Beacon Group nor, to the best of their knowledge, or any of the persons
listed in Schedule I ("Certain Information Concerning The Beacon Group, Parent 
and the Purchaser") to the Offer to Purchase (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) 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 further violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violations of such laws.
    

   
   Item 2 of the Schedule 14D-1 is hereby further amended by incorporating 
therein by reference the information contained in Section 8 of Exhibit (a)(1) 
hereto, entitled "Certain Information Concerning The Beacon Group, Parent and 
the Purchaser," with such amendment thereto as is hereinafter described.
    
   
   The second paragraph of such Section 8 is hereby amended in its entirety to
read as follows:
   
       The Purchaser is a newly incorporated Delaware corporation and a wholly
   owned subsidiary of Parent, which is a newly formed Delaware limited
   partnership. The general partner of Parent is AI-GP, L.L.C. ("AI-GP"), a
   newly formed Delaware limited liability company. The sole member of AI-GP is
   Energy Fund GP, Inc., a Delaware corporation ("Energy Fund"), all of the
   outstanding stock of which is owned by The Beacon Group Holdings, L.L.C., a
   Delaware limited liability company ("Holdings"), the sole member of which is
   The Beacon Group. To date, none of AI-GP, Parent and the Purchaser have
   conducted any business other than incident to their formation, the execution
   and delivery of the Merger Agreement and commencement of the Offer.
   Accordingly, no meaningful financial information with respect to AI-GP,
   Parent or the Purchaser is available. Following the consummation of the
   Offer, it is expected that The Beacon Group will hold, through an affiliate,
   a one percent partnership interest in Parent. All of the remaining equity of
   Parent is being held by 33 unaffiliated financial institutions and other
   accredited investors. The principal executive offices of Holdings, Energy
   Fund, AI-GP, Parent and the Purchaser are located at 375 Park Avenue, Suite
   1705, New York, New York 10152. 

    


ITEM 4--SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

   
    Item 4 of the Schedule 14D-1 is hereby amended by incorporating therein by
reference the information contained in Section 9 of Exhibit (a)(1) hereto,
entitled "Source and Amount of Funds," with such amendment thereto as is
hereinafter described.

    Such Section 9 is hereby amended in its entirety to read as follows: 
        
        The Purchaser estimates that the total amount of funds required by the
    Purchaser to purchase all outstanding Shares and to pay related fees and
    expenses will be approximately $73.5 million. The funds necessary to 
    purchase Shares pursuant to the Offer and to pay related fees and 
    expenses will be furnished to the Purchaser in the form of capital 
    contributions by Parent totalling approximately $71 million, as well as
    from cash on hand at the Company. Parent has obtained such funds from the
    proceeds of the sale of partnership interests to financial institutions and
    other investors, including Holdings. 
    




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ITEM 10--ADDITIONAL INFORMATION

   
    Item 10 of the Schedule 14D-1 is hereby amended by incorporating therein by
reference the information contained in Section 2 of Exhibit (a)(1) hereto,
entitled "Acceptance For Payment and Payment for Shares," with such amendment
thereto as is hereinafter described.
    
    The first paragraph of such Section 2 is hereby amended in its entirety to
read as follows:

        Assuming the prior satisfaction or waiver of the conditions to the
    Offer set forth in Section 14 (including, if the Offer is extended or
    amended, the terms and conditions of any extension or amendment), the
    Purchaser shall accept for payment and pay for all Shares validly tendered
    prior to the Expiration Date (and not properly withdrawn in accordance with
    Section 4) as soon as legally permissible after the Expiration Date.  Any
    determination concerning the satisfaction of such terms and conditions of
    the Offer shall be within the sole discretion of the Purchaser.  See Section
    14.  The Purchaser expressly reserves the right to delay acceptance for
    payment of, or, subject to Rule 14e-1(c) under the Exchange Act, payment
    for, Shares in order to comply, in whole or in part, with any applicable
    law.  See Sections 14 and 15.
 
    Item 10 of the Schedule 14D-1 is hereby further amended by incorporation
therein by reference the information contained in Section 14 of Exhibit (a)(1)
thereto, entitled "Conditions to the Offer," with such amendment thereto as is
hereinafter described.

    Clause (iii) of the introductory paragraph of such Section 14 is hereby
amended to read as follows:

   
    (iii) at any time on or after July 1, 1996 and before the expiration of
    the Offer any of the following conditions exist or shall occur and remain 
    in effect:
    


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ITEM 11 -- MATERIAL TO BE FILED AS EXHIBITS

     Item 11 is hereby amended and supplemented by adding the following exhibit.

         (a)(10)  Form of notice to holders of stock options.  

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                                    SIGNATURE

   
     After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
    

   
Dated: August 1, 1996
    

                       AI ACQUISITIONS CORP.                              
                                                                          
                                                                          
                       By: /s/  Robert F. Semmens    
                          ............................................
                              Name: Robert F. Semmens                     
                              Title: Managing Director                    
                                                                          
                                                                          
                       AI PARTNERS L.P.                                   
                                                                          
                       By     AI-GP L.L.C., general partner               
                                                                          
                       By     Energy Fund GP, Inc., member                
                                                                          
                                                                          
                       By: /s/  Robert F. Semmens    
                          ............................................
                              Name: Robert F. Semmens                     
                              Title: Managing Director                    


                       AI-GP, L.L.C.                                      
                                                                          
                       By     Energy Fund GP, Inc., member                
                                                                          
                       By: /s/  Robert F. Semmens    
                          ............................................
                              Name: Robert F. Semmens                     
                              Title: Managing Director                    
                                                                          
                                                                          
                       ENERGY FUND GP, INC.                               

                                                                          
                       By: /s/  Robert F. Semmens    
                          ............................................
                              Name: Robert F. Semmens                     
                              Title: Managing Director                    


                       THE BEACON GROUP HOLDINGS, L.L.C.
                  
                       By     The Beacon Group, member                    

                                                                          
                       By: /s/  Robert F. Semmens    
                          ............................................
                              Name: Robert F. Semmens                     
                              Title: Partner                              
                                                                          
                                                                          
                       THE BEACON GROUP                                   

                                                                          
                       By: /s/  Robert F. Semmens    
                          ............................................
                              Name: Robert F. Semmens                     
                              Title: Partner                    
                                                                           
                                                                           

                        
                                     -5-

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                                  EXHIBIT INDEX

Exhibit                           Exhibit Name
- -------                           ------------
   

(a)(1)*   Offer to Purchase, dated July 9, 1996.

(a)(2)*   Letter of Transmittal.

(a)(3)*   Notice of Guaranteed Delivery.

(a)(4)*   Letter from Georgeson & Company, Inc. to Brokers, Dealers, Commercial
          Banks, Trust Companies and Other Nominees, dated July 9, 1996.

(a)(5)*   Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
          Companies and Other Nominees.

(a)(6)*   IRS Guidelines for Certification of Taxpayer Identification Number on
          Substitute Form W-9.

(a)(7)*   Summary Advertisement, dated July 9, 1996.

(a)(8)*   Text of Press Release issued on July 2, 1996.

(a)(9)*   Text of Press Release issued on July 9, 1996.

(a)(10)   Form of Notice to Holders of Stock Options.

(c)(1)    Agreement and Plan of Merger, dated July 1, 1996 among AMBAR, Inc.,
          AI Partners L.P. and AI Acquisitions Corp.

(c)(2)*   Stockholder Agreement, dated as of July 1, 1996, between AI Partners 
          L.P. and Randolph M. Moity, Sr.

(c)(3)*   Stockholder Agreement, dated as of July 1, 1996, between AI Partners 
          L.P. and Kenneth J. Boutte.

(c)(4)*   Employment Agreement, dated July 1, 1996, between AMBAR, Inc. and 
          Randolph M. Moity, Sr.

(c)(5)*   Confidentiality Agreement, dated April 23, 1996.
    

(d)       Not applicable.

(e)       Not applicable.

(f)       Not applicable.

   
___________________________
*Previously filed.
    


