UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AmerAlia, Inc.
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(Name of Issuer)
Series B Convertible Preferred Stock
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(Title of Class of Securities)
023559-26 (Common Stock)
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(CUSIP Number)
Jacqueline Badger Mars, 6885 Elm Street,
McLean, Virginia 22101-3883 (703) 821-4900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 29, 1997
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(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
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 disclosures provided in
a prior cover page.
The information required on 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).
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SCHEDULE 13D
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CUSIP No. 023559-26 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Jacqueline Badger Mars, as Trustee of the Jacqueline Badger Mars
Trust dated February 5, 1975, as amended (formerly the Jacqueline
Mars Vogel Trust)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions) (b) |_|
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3 SEC USE ONLY
(See Instructions)
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
Not applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
666,666 shares of Series A Convertible
Preferred Stock; 0 shares of Series B
NUMBER OF Convertible Preferred Stock; 2,000 shares of
Series D Convertible Preferred Stock and
SHARES 672,494 shares of Common Stock.
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BENEFICIALLY 8 SHARED VOTING POWER
Not applicable
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
666,666 shares of Series A Convertible
REPORTING Preferred Stock; 0 shares of Series B
Convertible Preferred Stock; 2,000 shares of
PERSON Series D Convertible Preferred Stock and
672,494 shares of Common Stock.
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,666 shares of Series A Convertible Preferred Stock;
0 shares of Series B Convertible Preferred Stock; 2,000
shares of Series D Convertible Preferred Stock and 672,494
shares of Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
Not applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% of Series A Convertible Preferred Stock (10.32% of
Common Stock if fully converted); 0.00% of Series B
Convertible Preferred Stock; 91.74% of Series D Convertible
Preferred Stock (30.98% of Common Stock if fully converted);
and 19.00% of Common Stock.
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14 TYPE OF REPORTING PERSON (See Instructions)
00
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<PAGE>
Item 1. Security and Issuer
Series B Convertible Preferred Stock. The names and titles
of the principal executive officers of the issuer of such securities
are as follows:
Bill H. Gunn Chairman of the Board, President
and Chief Executive Officer
Robert van Mourik Executive Vice President, Chief
Financial Officer, Secretary and Treasurer
Marvin H. Hudson Vice President, Investor Relations
All of the individuals named above have their principal
office at AmerAlia, Inc., 1155 Kelly Johnson Blvd. #111, Colorado
Springs, Colorado 80902.
Item 2. Identity and Background
a. Jacqueline Badger Mars, as trustee of the Jacqueline
Badger Mars Trust Dated February 5, 1975, as amended
(formerly the Jacqueline Mars Vogel Trust)
b. 6885 Elm Street, McLean, Virginia 22101-3883
c. Mars, Inc.
6885 Elm Street
McLean, Virginia 22101-3883
d. Such reporting person has not been convicted in a
criminal proceeding during the last five years.
e. Such reporting person has not been a party
to a civil proceeding of a judicial or
administrative body of competent
jurisdiction during the last five years that
resulted in a finding of violation of any
federal or state securities laws and was or
is not subject to any judgment, decree or
final order enjoining future violations of,
or prohibiting or mandating activities
subject to, any such laws.
f. United States of America
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds used by the reporting person in
making the purchase is $250,000 and the source of such funds is the
personal funds of the reporting person.
<PAGE>
Item 4. Purpose of Transaction
The purpose of the acquisition of securities of the
issuer by the reporting person is for investment purposes only and
the reporting person does not have any plans or proposals with
respect to such securities as enumerated in paragraphs (a)
through (j) of Item 4.
Item 5. Interest in Securities of the Issuer
a. As of the date of this statement, the
reporting person beneficially owns 0
shares of Series B Convertible Preferred
Stock of the issuer. The reporting person
previously owned 25,000 shares of Series B
Convertible Preferred Stock but has exercised
the right to convert all such shares into
125,000 shares of Common Stock of the issuer,
which represents approximately 1.95% of the
outstanding shares in that class.
b. Not applicable. The reporting person no longer
owns shares of Series B Convertible Preferred
Stock.
c. None, except as described herein.
d. No response required.
e. Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable.
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.
October 29, 1997 /s/ Jacqueline Badger Mars
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Jacqueline Badger Mars, as Trustee
