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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TALLEY INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
874687106
(CUSIP Number)
David J. Levenson, Esq.
Venable, Baetjer, Howard & Civiletti
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)
August 23, 1994
(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.
/ /
Check the following box if a fee is being paid with the
statement. / X /
Page 1 of 7 Pages
795/DCSEC<PAGE>
CUSIP No. 874687106 Page 2 of 7
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
252,200
8. SHARED VOTING POWER
253,600
9. SOLE DISPOSITIVE POWER
252,200
10. SHARED DISPOSITIVE POWER
253,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
505,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.03%
14. TYPE OF REPORTING PERSON:
IN
5136/BLUSEC
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Item 1. Security and Issuer
Common Stock
Talley Industries, Inc.
2702 North 44th Street
Phoenix, AZ 85008
Item 2. Identity and Background
The person filing this statement is 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"). The Establishment's principal business is
importing and operating a dealership for General Motors and
Isuzu Motors automobiles, spare parts and accessories. The
principal business address and principal office address of the
Establishment is P.O. Box 192, Alkhobar 81962, Saudi Arabia.
Mr. Alissa has not during the past five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been 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 3. Source and Amount of Funds or Other Consideration
Mr. Alissa used personal funds, and margin funds
provided by Prudential Securities in the ordinary course of
business, to acquire the shares of Common Stock of Talley
Industries, Inc. (the "Company").
Item 4. Purpose of Transaction
Mr. Alissa acquired the shares of the Company's Common
Stock for investment purposes and has no current plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional
securities of the Company, or the disposition of securities of
the Company, except as set forth below;
(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;
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(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.
Mr. Alissa reserves the right to revise his plans in
the future if such a revision becomes, in his sole discretion,
necessary, appropriate or otherwise advisable.
Item 5. Interest in Securities of the Issuer
Mr. Alissa is deemed to be the direct and indirect
beneficial owner of an aggregate of 505,800 shares of Common
Stock of the Company. This amount includes 252,200 shares
which will be owned directly by Mr. Alissa and 253,600 shares
which will be owned indirectly through the Establishment, of
which Mr. Alissa is the President. The 505,800 shares of the
Company's Common Stock represents 5.03% of the outstanding
Common Stock of the Company.
Mr. Alissa has the sole power to vote and the sole
power to dispose of the shares owned directly by him.
Mr. Alissa also shares the power to vote or dispose of the
shares owned by the Establishment.
The following table sets forth information with respect to
all purchases and sales of Common Stock by Mr. Alissa and the
Establishment during the past 60 days:
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<TABLE>
<CAPTION>
Date of Number Type of Price
Transaction of Shares Transaction Per Share
<S> <C> <C> <C>
7/01/94 5,000 Open Market Purchase $6.50
7/05/94 5,000 Open Market Purchase $6.375
7/05/94 5,000 Open Market Purchase $6.25
7/07/94 4,500 Open Market Purchase $6.25
7/07/94 2,600 Open Market Purchase $6.25
7/08/94 600 Open Market Purchase $6.25
7/08/94 2,400 Open Market Purchase $6.25
7/11/94 5,000 Open Market Purchase $6.125
7/11/94 10,000 Open Market Purchase $6.25
7/11/94 5,000 Open Market Purchase $6.375
7/12/94 5,000 Open Market Purchase $6.125
7/13/94 5,000 Open Market Purchase $6.00
7/13/94 7,000 Open Market Purchase $6.125
7/15/94 3,500 Open Market Purchase $6.25
7/19/94 1,000 Open Market Purchase $6.25
7/20/94 6,400 Open Market Purchase $6.125
7/20/94 5,000 Open Market Purchase $6.25
7/21/94 10,000 Open Market Purchase $6.125
7/22/94 10,000 Open Market Purchase $6.125
7/25/94 11,800 Open Market Purchase $6.125
7/28/94 15,000 Open Market Purchase $6.125
7/28/94 5,000 Open Market Purchase $6.25
7/29/94 10,000 Open Market Purchase $6.25
8/01/94 1,500 Open Market Purchase $6.25
8/02/94 2,000 Open Market Purchase $6.50
8/02/94 5,000 Open Market Purchase $6.625
8/03/94 8,600 Open Market Purchase $6.75
8/04/94 6,200 Open Market Purchase $6.75
8/05/94 3,600 Open Market Purchase $6.75
8/09/94 9,200 Open Market Purchase $6.75
8/10/94 3,000 Open Market Purchase $6.75
8/11/94 4,400 Open Market Purchase $6.75
8/12/94 4,500 Open Market Purchase $6.75
8/15/94 4,400 Open Market Purchase $6.75
8/16/94 5,800 Open Market Purchase $6.75
8/17/94 10,000 Open Market Purchase $6.75
8/18/94 10,000 Open Market Purchase $6.75
8/18/94 4,500 Open Market Purchase $6.625
8/19/94 200 Open Market Purchase $6.75
8/22/94 4,900 Open Market Purchase $6.75
8/23/94 5,000 Open Market Purchase $6.75
</TABLE>
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, or
understandings between Mr. Alissa and third parties with
respect to the voting securities of the Company.
Item 7. Material to be Filed as Exhibits
None/Not Applicable.
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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: /s/ Saad A. Alissa
Saad A. Alissa
