SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
CATALYTICA, INC.
_____________________________
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
______________________________
(Title of Class of Securities)
148885106
____________
(CUSIP Number)
David J. Levenson, Esq.
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W., Suite 1000
Washington, DC 20005
(202) 962-4831
______________
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
February 6, 1997
_________________
(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 / /.
(Continued on following pages)
Page 1 of 12 Pages
<PAGE>
CUSIP No. 148885106 Page 2 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Saad A. Alissa
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(b) / /
3 SEC USE ONLY
4. SOURCE OF FUNDS:
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): / /
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Kingdom of Saudi Arabia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
8. SHARED VOTING POWER
1,151,519
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
1,151,519
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,151,519
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.96%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 148885106 Page 3 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Financial Investors Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): / /
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
8. SHARED VOTING POWER
515,000
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
515,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
515,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.66%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No. 148885106 Page 4 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Abdullatif Ali Alissa Est.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): / /
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Kingdom of Saudi Arabia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
8. SHARED VOTING POWER
515,000
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
515,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
515,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.66%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No. 148885106 Page 5 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Lama, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): / /
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
8. SHARED VOTING POWER
572,519
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
572,519
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
572,519
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.96%
14. TYPE OF REPORTING PERSON:
CO
<PAGE>
CUSIP No. 148885106 Page 6 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
General Investors Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): / /
WC
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
8. SHARED VOTING POWER
64,000
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
64,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
64,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.33%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No. 148885106 Page 7 of 12
SCHEDULE 13D
(Amendment No. 1)
NOTE: All capitalized terms used in this Amendment No. 1
and not defined herein shall have the same meaning as in the
previously filed statement of Saad A. Alissa on Schedule 13D
filed on March 24, 1995. Except as expressly stated below, there
have been no material changes in the information contained in
such Schedule 13D.
Item 1. Security and Issuer
This Amendment to Schedule 13D relates to the Common
Stock, $.001 par value per share (the "Common Stock"), of
Catalytica, Inc. (the "Company"). The address of the principal
executive offices of the Company is 430 Ferguson Drive, Mountain
View, California, 94043.
Item 2. Identity and Background
The persons filing this statement (the "Filing
Persons") are:
1) Saad A. Alissa, an individual whose business address
is P.O. Box 192, Alkhobar 81962, Saudi Arabia. Mr. Alissa's
principal occupation is President of Abdullatif Ali Alissa Est.,
a sole proprietorship organized under the laws of the Kingdom of
Saudi Arabia (the "Establishment").
2) The Establishment, a sole proprietorship organized
under the laws of the Kingdom of Saudi Arabia. The
Establishment's principal business is importing and operating a
dealership for General Motors and Isuzu Motors automobiles, spare
parts and accessories. The Establishment's executive officers
and directors are Abdullatif Ali Alissa - Chairman; Saad A.
Alissa - President; and Abdulmohsen Abdullatif Ali Alissa - Vice
President. The principal business address and principal office
address of the Establishment and each of its officers and
directors is P.O. Box 192, Alkhobar 81962, Saudi Arabia.
<PAGE>
CUSIP No. 148885106 Page 8 of 12
3) General Investors Limited, a Cayman Islands
corporation ("GIL") of which Mr. Alissa is the sole shareholder.
GIL's principal business address and principal office address is
c/o Saad A. Alissa, P.O. Box 1111, West Wind Building, 2nd Floor,
Grand Cayman, Cayman Islands, BWI. Mr. Alissa is the sole
director and Secretary and The Secretary Ltd., a company
organized in the Cayman Islands ("TSL"), is the Assistant
Secretary of GIL.
4) Financial Investors Limited, a Cayman Islands
corporation ("FIL") of which the Establishment is the sole
shareholder. FIL's principal business address and principal
office address is c/o Saad A. Alissa, P.O. Box 1111, West Wind
Building, 2nd Floor, Grand Cayman, Cayman Islands, BWI. Mr.
Alissa is the sole director and Secretary and TSL is the
Assistant Secretary of FIL.
5) Lama, Inc., a Delaware corporation ("Lama"), of
which Mr. Alissa is the President. Lama's principal business is
acquiring and operating manufacturing companies in the United
States and Europe. Lama's principal business address and
principal office address is 18 Pope Avenue, Executive Park #3,
The Business Center, Hilton Head Island, South Carolina 29938.
None of Mr. Alissa, FIL, GIL, the Establishment, Lama
or the executive officers or directors of the Establishment, FIL,
GIL or Lama during the past five years, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial
or administrative body resulting in a judgment, decree or final
order enjoining future violations of, or prohibitions or
mandating activities subject to federal or state securities laws,
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock of the Company beneficially
owned by the Filing Persons were acquired with the personal funds
of Mr. Alissa and the working capital of the Establishment, GIL,
FIL and Lama.
Item 4. Purpose of Transaction
The Filing Persons acquired the shares of the Company's
Common Stock for investment purposes and do not have any current
plans or proposals which relate to or would result in:
<PAGE>
CUSIP No. 148885106 Page 9 of 12
(a) The acquisition by any person of additional
securities of the Company, or the disposition of securities of
the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Company or of any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the Company;
(f) Any other material change in the Company's
business or corporate structure;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated
above.
The Filing Persons reserve their right to revise their
plans in the future if such a revision becomes, in their sole
discretion, necessary, appropriate or otherwise advisable.
Item 5. Interest in Securities of the Issuer
<PAGE>
CUSIP No. 148885106 Page 10 of 12
Mr. Alissa is a deemed to be the indirect beneficial
owner of an aggregate of 1,151,519 shares of Common Stock of the
Company. This amount includes: (i) 64,000 shares indirectly
owned through GIL, (ii) 572,519 shares indirectly owned through
Lama, (iii) and 515,000 shares indirectly owned through FIL. The
1,151,519 shares of the Company's Common Stock represent 5.96% of
the outstanding Common Stock of the Company.
Mr. Alissa and GIL share the power to vote or the power
to dispose of the shares of Common Stock owned by GIL. The
Establishment, Mr. Alissa and FIL share the power to vote or
dispose of the shares of Common Stock owned by FIL.
The following table sets forth information with respect
to all purchases and sales of Common Stock by Mr. Alissa, the
Establishment, FIL, GIL and Lama during the past 60 days:
<TABLE>
<CAPTION>
Date of Number of Type of Price per
Transaction Shares Transaction Share
<S> <C> <C> <C>
12/17/96 38,000 Open Market Sale 3.9375
12/30/96 2,500 Open Market Sale 3.9375
1/3/997 2,200 Open Market Sale 4.0
1/9/97 6,000 Open Market Sale 3.9375
1/23/97 10,000 Open Market Sale 3.9375
1/28/97 10,000 Open Market Sale 3.9375
2/6/97 500,000 Private Purchase 6.00
</TABLE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, or understandings
between Mr. Alissa, the Establishment, FIL or GIL and third
parties with respect to the voting securities of the Company.
Item 7. Material to be Filed as Exhibits
None/Not Applicable.
<PAGE>
CUSIP No. 148885106 Page 11 of 12
SIGNATURES
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.
Dated: February 11, 1997 /s/ Saad A. Alissa
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: February 11, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
ABDULLATIF ALI ALISSA EST.
Dated: February 11, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, President
GENERAL INVESTORS LIMITED
Dated: February 11, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
LAMA, INC.
Dated: February 11, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, President
<PAGE>
CUSIP No. 148885106 Page 12 of 12
STATEMENT REQUIRED BY RULE 13d-1(f)
The foregoing amendment to Schedule 13D and any further
amendments thereto with respect to the Common Stock of
Catalytica, Inc. is a joint filing on behalf of the persons named
below pursuant to the provisions of Rule 13d-1(f) of the
Securities Exchange Act of 1934.
Dated: February 11, 1997 /s/ Saad A. Alissa
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: February 11, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
ABDULLATIF ALI ALISSA EST.
Dated: February 11, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, President
GENERAL INVESTORS LIMITED
Dated: February 11, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
LAMA, INC.
Dated: February 11, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, President
