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 A Convertible Preferred Stock
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(Title of Class of Securities)
023559-26
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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)
November 28, 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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 23559-26 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
0 shares of Series A Convertible Preferred
Stock; 2,000 shares of Series D Convertible
NUMBER OF Preferred Stock and 1,414,127 shares of Common Stock.
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY Not applicable
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Series A Convertible Preferred Stock;
2,000 shares of Series D Convertible Preferred Stock
PERSON and 1,414,127 shares of Common Stock.
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WITH 10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Series A Convertible Preferred Stock; 2,000
shares of Series D Convertible Preferred Stock and
1,414,127 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)
0.00% of Series A Convertible Preferred Stock; 100% of
Series D Convertible Preferred Stock (32.0% of Common Stock
if fully converted); and 33.0% 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 A 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 $1,000,000 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 A Convertible Preferred Stock of
the issuer. The reporting person previously
was the beneficial owner of 666,666 shares of
Series A Convertible Preferred Stock, all of
which have been converted into 666,666 shares
of Common Stock (representing 16.0% of the
outstanding shares in that class).
b. Not applicable. The reporting person no
longer beneficially owns shares of Series A
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.
November 28, 1997 /s/ Jacqueline Badger Mars
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Jacqueline Badger Mars,
as Trustee
