UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12 )
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AmerAlia, Inc.
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(Name of Issuer)
Common 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)
September 30, 1998
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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
2,000 shares of Series E Convertible
Preferred Stock and 1,597,460 shares of
NUMBER 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 2,000 shares of Series E Convertible
PERSON Preferred Stock and 1,597,460 shares of
Common Stock.
WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,000 shares of Series E Convertible Preferred Stock and
1,597,460 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 E Convertible Preferred Stock (26.5% of
Common Stock if fully converted); and 28.7% 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
Common 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 reporting person acquired the Common Stock as
dividends paid on shares of Series A Convertible Preferred Stock,
Series B Convertible Preferred Stock, Series D Convertible
Preferred Stock and Series E Convertible Preferred Stock
beneficially owned by the reporting person and from the
conversion of the Series A and Series B Convertible Preferred
Stock beneficially owned by 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 1,597,460 shares of
Common Stock of the issuer, which represents
28.7% of the outstanding shares in that class.
b. The reporting person holds the sole power to vote
and the sole power to dispose of the reporting
person's 1,597,460 shares of Common Stock.
c. None, except as described herein.
d. No response required.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships 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.
September 30, 1998 /s/ Jacqueline Badger Mars
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Jacqueline Badger Mars, as Trustee
