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CUSIP No. 874687106 Page 2 of 11
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)
(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
803,200
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
803,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
803,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.99%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
<PAGE>
CUSIP No. 874687106 Page 3 of 11
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)
(b)
3 SEC USE ONLY
4. SOURCE OF FUNDS:
OO
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
634,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
634,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
634,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.31%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
<PAGE>
CUSIP No. 874687106 Page 4 of 11
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)
(b)
3 SEC USE ONLY
4. SOURCE OF FUNDS:
OO
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
634,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
634,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
634,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.31%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
<PAGE>
CUSIP No. 874687106 Page 5 of 11
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)
(b)
3 SEC USE ONLY
4. SOURCE OF FUNDS:
OO
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
169,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
169,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
169,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.68%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
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Page 6 of 11
SCHEDULE 13D
(Amendment No. 2)
NOTE: All capitalized terms used in this Amendment No. 1
and not defined herein shall have the same meaning as in the
statement of Saad A. Alissa on Schedule 13D dated August 31, 1994
and amended October 19, 1994. Except as expressly stated below,
there have been no material changes in the information contained
in such Schedule 13D, as amended.
Item 2. Identity and Background
The persons filing this statement are:
1) Abdullatif Ali Alissa Est., a sole proprietorship
organized under the laws of the Kingdom of Saudi Arabia (the
/Establishment/). 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.
2) 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 the Establishment.
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.
<PAGE>
<PAGE>
Page 7 of 11
Alissa is the sole director and Secretary and TSL is the
Assistant Secretary of FIL.
For convenience, the Establishment, Mr. Alissa, GIL
and
FIL are sometimes collectively referred to as the /Filing
Persons/.
None of Mr. Alissa, the Establishment, FIL, GIL or the
executive officers or directors of the Establishment, FIL or GIL
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 prohibiting or mandating
activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
Item 4. Purpose of Transaction
The shares of the Company's Common Stock purchased by the
Filing Persons have been acquired for investment purposes. The
Filing Persons may make additional purchases of Common Stock in
the open market or in other transactions depending on their
evaluation of the Company's business, prospects and financial
condition, the market for the Common Stock, other opportunities
available to the Filing Persons, general economic conditions and
other factors. Depending on the same factors the Filing Persons
may sell all or part of the Shares.
Although the Filing Persons do not have any present plan or
proposal which relates to or would result in the following
matters, the Filing Persons will continue to evaluate their
investment in the Company and the factors set forth above, and
may formulate proposals with respect to such matters:
(a) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(b) A sale or transfer of a material amount of assets
of the Company or of any of its subsidiaries;<PAGE>
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Page 8 of 11
(c) 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;
(d) Any material change in the present capitalization
or dividend policy of the Company;
(e) Any other material change in the Company's
business or corporate structure;
(f) 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;
(g) 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;
(h) A class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(i) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer
Mr. Alissa is a deemed to be the indirect beneficial
owner of an aggregate of 803,200 shares of Common Stock of the
Company. This amount includes 169,100 shares owned indirectly
through GIL and 634,100 shares owned indirectly through FIL,
which is wholly owned by the Establishment. The 803,200 shares
of the Company's Common Stock represents 7.99% 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.<PAGE>
<PAGE>
Page 9 of 11
The following table sets forth information with
respect
to all purchases and sales of Common Stock by the Filing Persons
since the last transaction reported in the last amendment to this
Schedule 13D:
<TABLE>
<CAPTION>
Date of Number of Type of Price
Transaction Shares Transaction Per Share
<S> <C> <C> <C> <C>
10/13/94 2,000 Open Market Purchase 9.125
10/14/94 8,700 Open Market Purchase 9.125
10/17/94 5,000 Open Market Purchase 9.25
10/18/94 5,000 Open Market Purchase 9.25
10/19/94 5,000 Open Market Purchase 9.00
10/19/94 5,000 Open Market Purchase 9.125
10/20/94 5,000 Open Market Purchase 8.875
10/21/94 5,000 Open Market Sale 9.00
10/21/94 5,000 Open Market Purchase 8.875
10/21/94 5,000 Open Market Purchase 9.00
10/25/94 5,000 Open Market Purchase 9.00
10/26/94 5,000 Open Market Purchase 8.75
10/27/94 7,000 Open Market Purchase 8.875
10/28/94 2,500 Open Market Purchase 8.875
10/31/94 5,000 Open Market Purchase 8.875
11/01/94 5,000 Open Market Purchase 8.75
11/02/94 5,000 Open Market Purchase 8.875
11/03/94 5,000 Open Market Purchase 8.875
11/04/94 20,000 Open Market Purchase 9.00
11/07/94 15,000 Open Market Purchase 8.875
11/08/94 2,300 Open Market Purchase 8.750
11/11/94 1,400 Open Market Purchase 8.875
11/11/94 21,500 Open Market Purchase 9.00
11/15/94 3,000 Open Market Purchase 8.875
11/15/94 16,000 Open Market Purchase 9.00
11/16/94 10,000 Open Market Purchase 8.875
11/16/94 5,000 Open Market Purchase 8.75
11/17/94 5,000 Open Market Purchase 8.625
</TABLE>
[This Space Left Intentionally Blank]
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Page 10 of 11
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.
ABDULLATIF ALI ALISSA EST.
Dated: November 18, 1994 By: /s/ Saad A. Alissa
Saad A. Alissa, President
Dated: November 18, 1994 /s/ Saad A. Alissa
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: November 18, 1994 By: /s/ Saad A. Alissa
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: November 18, 1994 By: /s/ Saad A. Alissa
Saad A. Alissa, Secretary
<PAGE>
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Page 11 of 11
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 Talley
Industries, Inc. is a single 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.
ABDULLATIF ALI ALISSA EST.
Dated: November 18, 1994 By: /s/ Saad A. Alissa
Saad A. Alissa, President
Dated: November 18, 1994 /s/ Saad A. Alissa
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: November 18, 1994 By: /s/ Saad A. Alissa
Saad A. Alissa, President
GENERAL INVESTORS LIMITED
Dated: November 18, 1994 By: /s/ Saad A. Alissa
Saad A. Alissa, President
