UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18 )
AmerAlia, Inc.
-------------------------------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------------------------------
(Title of Class of Securities)
023559-26
-------------------------------------------------------
(CUSIP Number)
Jacqueline Badger Mars, 6885 Elm Street, McLean, Virginia 22101-3883
(703) 821-4900
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 16 and October 31, 2000
-------------------------------------------------------
(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
CUSIP No. 23559-26 Page 2 of 5 Pages
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)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions) (b) |_|
3 SEC USE ONLY
(See Instructions)
4 SOURCE OF FUNDS
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 5,397,460 shares of Common Stock.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Not applicable
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,397,460 shares of Common Stock.
WITH
10 SHARED DISPOSITIVE POWER
Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,397,460 shares of Common Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% of Common Stock.
14 TYPE OF REPORTING PERSON (See Instructions)
00
<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 Director, Executive Vice President, Chief
Financial Officer, Secretary and Treasurer
Neil E. Summerson Director
Robert A. Cameron Director
John F. Woolard Director, Executive Vice President
Geoffrey C. Murphy Director
Roger Day Vice President of Operations
All of the individuals named above have their principal office at
AmerAlia, Inc., 311 Raleigh Road, Kenilworth, IL 60043.
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. Except as indicated below, 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.
On August 25, 1998, in connection with an administrative
proceeding brought by the Securities and Exchange Commission
("SEC"), Ms. Mars, without admitting or denying the issues
identified in the order, consented to the entry of a cease and
desist order in which she agreed to cease and desist from
committing or causing any violations of, and committing or
causing any future violations of, Sections 13(d) and 16(a) of
the Securities Exchange Act of 1934 and Rules 13d-1, 13d-2,
16a-2 and 16a-3 promulgated thereunder (SEC Release No.
34-40362 (Aug. 25, 1998)).
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 E Cumulative Convertible Preferred Stock beneficially owned by
the reporting person on October 16, 2000. The Series E Cumulative Convertible
Preferred Stock was converted to Common Stock by the reporting person on October
31, 2000 for $1,000 per Series E Cumulative Convertible Preferred Share, for a
total of $2,000,000. The entire conversion price was paid for with the private
funds of the reporting person.
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 5,397,460 shares of Common Stock of the
issuer, which represents 45.5% 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 5,397,460 shares of
Common Stock.
c. An acquisition of 100,000 shares as a dividend on the Series E
Convertible Preferred Stock was effected on October 16, 2000.
The conversion of 2,000 shares of Series E Cumulative
Convertible Preferred Stock into 2,000,000 shares of Common
Stock for $2,000,000 was effected on October 31, 2000.
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.
11/8/00 /s/ Jacqueline Badger Mars
------------------------- ---------------------------------------------
Date Jacqueline Badger Mars, as Trustee
