UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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)
December 31, 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).
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SCHEDULE 13D
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CUSIP No. 23559-26 Page 2 of 5 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 Jaqueline 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*
(See Instructions) (a) [ ]
(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 BOX 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
NUMBER 2,000 shares of Series E Convertible Preferred Stock,
OF 2,347,460 shares of Common Stock and warrants to buy
SHARES 700,000 shares of Common Stock.
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY Not Applicable
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,000 shares of Series E Convertible Preferred Stock,
WITH 2,347,460 shares of Common Stock and warrants to buy
700,000 shares of Common Stock.
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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 Convertivle Preferred Stock, 2,347,460 shares
of Common Stock and warrants to buy 700,000 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 (24.0% of Common Stock if
fully converted); 37.1% of Common Stock (43.4% of Common Stock if the
warrants are exercised in full).
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14 TYPE OF REPORTING PERSON (See Instructions)
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<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, from the conversion of the Series A
and Series B Convertible Preferred Stock beneficially owned by the reporting
person, and from the purchase of 700,000 shares at $1.50 per share for a total
of $1,050,000 from 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 2,347,460
shares of Common Stock of the issuer, which
represents 37.1% of the outstanding shares
in that class; 100% of Series E Convertible
Preferred Stock, which represents 24.0% of
Common Stock if fully converted; and 100% of
warrants for the right to buy Common Stock,
which represents 10.0% of Common Stock if
fully exercised.
b. The reporting person holds the sole power to
vote and the sole power to dispose of the
reporting person's 2,347,460 shares of
Common Stock.
c. An acquisition of 700,000 shares at $1.50
per share for a total of $1,050,000 was
effected by wire transfer payment on
December 30, 1998. Included with the
purchase of the Common Stock were 700,000
warrants for the right to buy an additional
700,000 shares of Common Stock. An
acquisition of 50,000 shares as a dividend
on the Series E Convertible Preferred Stock
was effected on December 31, 1998.
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.
<PAGE>
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.
/s/ Jacqueline Badger Mars
January 5, 1999 ----------------------------------
Jacqueline Badger Mars, as Trustee
