SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ALYN CORPORATION
(NAME OF ISSUER)
COMMON STOCK, $0.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
022611107
(CUSIP NUMBER)
WILLIAM B. MASTERS
JONES, WALKER, WAECHTER,
POITEVENT, CARRE`RE & DENE`GRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LA 70170
(504) 582-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
NOVEMBER 11, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of <section><section>240.13d-1(e), 240.13d-
1(f) or 240.13d-1(g), check the following box <square>.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See <section>240.13d-
7(b) for other parties to whom copies are to be sent.
*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>
<TABLE>
<CAPTION>
CUSIP No.: 022611107
<S> <C>
1) Names of Reporting Persons............................................. Talisman Capital Opportunity Fund Ltd.
I.R.S. Identification Nos. of Above Persons (entities only).............
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ................................................................... _____
(b) ................................................................... _____
3) SEC Use Only............................................................
4) Source of Funds (See Instructions)...................................... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)................................................... _____
6) Citizenship or Place of Organization................................... British Virgin Islands
Number of (7) Sole Voting Power............................................. 0
Shares
Bene-
ficially (8) Shared Voting Power........................................... 2,122,586(1)
Owned by
Each
Reporting (9) Sole Dispositive Power........................................ 0
Person
With
(10) Shared Dispositive Power..................................... 2,122,586(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.......................................................... 2,122,586(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................................ _______
13) Percent of Class Represented by Amount
in Row 11................................................................. 19.1%(1)(2)
14) Type of Reporting Person (See Instructions)............................... CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No.: 022611107
<S> <C>
1) Names of Reporting Persons................................................ Talisman Capital Opportunity Inc.(3)
I.R.S. Identification Nos. of Above Persons (entities only)...............
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)....................................................................... _____
(b)....................................................................... _____
3) SEC Use Only..............................................................
4) Source of Funds (See Instructions)........................................ OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)..................................................... _____
6) Citizenship or Place of Organization...................................... Delaware
Number of (7) Sole Voting Power............................................. 0
Shares
Bene-
ficially (8) Shared Voting Power........................................... 2,122,586(1)
Owned by
Each
Reporting (9) Sole Dispositive Power........................................ 0
Person
With
(10) Shared Dispositive Power..................................... 2,122,586(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.......................................................... 2,122,586(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................................ ______
13) Percent of Class Represented by Amount
in Row 11................................................................. 19.1%(1)(2)
14) Type of Reporting Person (See Instructions)............................... CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION
CUSIP No.: 022611107
<S> <C>
1) Names of Reporting Persons................................................ Geoffrey Tirman(4)
I.R.S. Identification Nos. of Above Persons (entities only)...............
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)....................................................................... _____
(b)....................................................................... _____
3) SEC Use Only..............................................................
4) Source of Funds (See Instructions)........................................ OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)..................................................... _____
6) Citizenship or Place of Organization...................................... United States
Number of (7) Sole Voting Power............................................. 0
Shares
Bene-
ficially (8) Shared Voting Power........................................... 2,122,586(1)
Owned by
Each
Reporting (9) Sole Dispositive Power........................................ 0
Person
With
(10) Shared Dispositive Power..................................... 2,122,586(1)
11)Aggregate Amount Beneficially Owned by Each
Reporting Person............................................................... 2,122,586(1)
12)Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)..................................... ______
13)Percent of Class Represented by Amount
in Row 11...................................................................... 19.1%(1)(2)
14) Type of Reporting Person (See Instructions)................................... IN
</TABLE>
<PAGE>
(1) Beneficial Ownership of 2,122,586 shares of Common Stock reported
hereunder is so being reported as a result of the Note, the Warrants,
shares of Common Stock (as hereinafter defined) issued to the holder of the
Note pursuant to the anti-dilution provisions of the Note and shares of
Common Stock issued to the holder of the Note as interest on the Note, in
lieu of a cash payment, all as defined and described in Item 3. The
Warrants entitle Talisman (as hereinafter defined) to purchase up to
435,000 shares of Common Stock. The number of shares of Common Stock to be
received by Talisman upon the exchange of the Note is, among other things,
based on the "Exchange Price," as such term is defined in the Note. A
conversion price of $2.00 per share has been used to determine the number
of shares of Common Stock into which the Note is exchangeable. The use of
this $2.00 conversion price would entitle Talisman to a total of 1,500,000
shares of Common Stock from the exchange of the Note, such number of shares
representing the maximum number of shares of Common Stock that may result
from that exchange.
(2) The 2,122,586 shares indicated represent 16.0% of the sum of (a) the
outstanding shares of Common Stock of the Issuer as of July 26, 1999, as
represented by the Issuer in its Quarterly Report on Form 10-Q for the
period ended June 30, 1999 and (b) the 2,122,586 shares of Common Stock
subject to the Notes and Warrants.
(3) Solely in its capacity as the investment manager of Talisman.
(4) Solely in his capacity as the sole stockholder of Talisman Capital
Opportunity Inc.
ITEM 1.
This Amendment No. 1 (the "Amendment") to the Schedule 13D (the
"Schedule 13D") dated March 9, 1999, filed by Talisman Capital Opportunity
Fund Ltd., a corporation formed under the laws of the British Virgin
Islands; Talisman Capital Opportunity Inc., a Delaware corporation; and
Geoffrey Tirman (collectively, the "Reporting Persons") reflects changes to
Items 3 and 5 of the Schedule 13D resulting from additional acquisitions of
Common Stock by the Reporting Persons. Defined terms used in the Amendment
have the meanings given to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
"On March 9, 1999, the Issuer entered into a loan agreement with
Talisman (the "Loan Agreement"), pursuant to which (1) Talisman advanced a
loan to the Issuer evidenced by a 6.00 % Senior Exchangeable Promissory
Note due March 10, 2002 (the "Note") that is, subject to certain
limitations, exchangeable into shares of Common Stock, and (2) the Issuer
executed and delivered a warrant (the "March Warrant") to Talisman,
entitling Talisman, subject to certain limitations, to purchase up to
135,000 shares of Common Stock. In August 1999, the Issuer issued 149,233
shares of Common Stock to Talisman in accordance with the anti-dilution
provisions of the Note. In September 1999, the Issuer issued 38,353 shares
of its Common Stock to Talisman as interest on the Note, in lieu of a cash
payment. In October 1999, certain provisions of the Note were amended to
provide that the minimum exchange price may not be less than $2.00 per share
of Common Stock underlying the Note. On October 29, 1999, the Issuer executed
and delivered a warrant (the "October Warrant", and collectively with the
March Warrant, the "Warrants") to Talisman, entitling Talisman, subject to
certain limitations, to purchase up to 300,000 shares of Common Stock. The
sources of funds used to purchase the Note and Warrants, including any
funds that may be used to exercise the Warrants, were and will be (a) share
subscriptions by the shareholders of Talisman and (b) proceeds of
transactions with respect to prior investments of Talisman."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The second Paragraph of Item 5 of the Schedule 13D is hereby amended and
restated as follows:
"Based upon the information contained in the Issuer's From 10-Q for
the quarter ended June 30, 1999 that there were 11,107,878 shares of Common
Stock issued and outstanding as of July 26, 1999, each Reporting Person
owns or may be deemed to own 19.1% of the outstanding shares of Common
Stock.
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.
Date: November 15, 1999 TALISMAN CAPITAL OPPORTUNITY FUND LTD.
By: TALISMAN CAPITAL OPPORTUNITY FUND INC.
By:/s/ Geoffrey Tirman
----------------------------
Name: Geoffrey Tirman
Title: Chief Executive Officer
TALISMAN CAPITAL OPPORTUNITY INC.
By:/s/ Geoffrey Tirman
---------------------------------
Name: Geoffrey Tirman
Title: Chief Executive Officer
/s/ Geoffrey Tirman
-----------------------
GEOFFREY TIRMAN
