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CUSIP No. 874687106 Page 2 of 9
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
903,700
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
903,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
903,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.99%
14. TYPE OF REPORTING PERSON:
IN
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CUSIP No. 874687106 Page 3 of 9
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
680,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
680,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
680,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.77%
14. TYPE OF REPORTING PERSON:
OO
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CUSIP No. 874687106 Page 4 of 9
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
680,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
680,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
680,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.77%
14. TYPE OF REPORTING PERSON:
OO
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CUSIP No. 874687106 Page 5 of 9
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
223,600
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
223,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
223,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.23%
14. TYPE OF REPORTING PERSON:
OO
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Page 6 of 9
SCHEDULE 13D
(Amendment No. 3)
NOTE: For convenience, Abdullatif Ali Alissa Est. (the
/Establishment/), Mr. Alissa, General Investors Limited (/GIL/)
and Financial Investors Limited (/FIL/) are sometimes
collectively referred to as the /Filing Persons./ All
capitalized terms used in this Amendment No. 3 and not defined
herein shall have the same meaning as in the statement of Saad
A. Alissa on Schedule 13D dated August 31, 1994, Amendment No. 1
dated October 19, 1994 and Amendment No. 2 dated November 18,
1994. Except as expressly stated below, there have been no
material changes in the information contained in such Schedule
13D, as amended.
Item 4. Purpose of Transaction
The shares of the Company's Common Stock purchased by the
Filing Persons have been acquired for purposes of investment.
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.
Mr. Alissa has requested and been granted a meeting with
management of the Company in late February 1995 to discuss
enhancing shareholder value for the benefit of all shareholders
of the Company. At the meeting, Mr. Alissa intends to discuss
such available strategies for enhancing shareholder value as:
eliminating the Company's Rights Agreement, selling off non-core
business holdings and using the resulting sales proceeds to
retire debt. Also, at the meeting, Mr. Alissa intends to
deliver a written demand for a list of the Company's
shareholders to permit him to communicate with other
shareholders of the Company regarding issues pertaining to the
operations of the Company and its performance. Mr. Alissa's
previous oral request for a shareholder list was denied by the
Company's management.
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Page 7 of 9
In addition, 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,
any 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;
(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.
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Page 8 of 9
Item 5. Interest in Securities of the Issuer
Mr. Alissa is a deemed to be the indirect beneficial
owner of an aggregate of 903,700 shares of Common Stock of the
Company. This amount includes 223,600 shares owned indirectly
through GIL and 680,100 shares owned indirectly through FIL,
which is wholly owned by the Establishment. The 903,700 shares
of the Company's Common Stock represents 8.99% 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.
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>
11/22/94 3000 Open Market Purchase 8.125
11/22/94 5000 Open Market Purchase 8.250
11/23/94 5000 Open Market Purchase 8.250
11/28/94 5000 Open Market Purchase 8.250
11/28/94 5000 Open Market Purchase 8.125
12/01/94 5000 Open Market Purchase 8.500
12/05/94 5000 Open Market Purchase 8.500
12/05/94 500 Open Market Purchase 8.375
12/07/94 5000 Open Market Purchase 8.375
12/08/94 5000 Open Market Purchase 7.750
12/08/94 5000 Open Market Purchase 7.875
12/09/94 5000 Open Market Purchase 7.750
12/12/94 5000 Open Market Purchase 7.500
12/27/94 5000 Open Market Purchase 7.500
12/29/94 5000 Open Market Purchase 7.375
12/30/94 2000 Open Market Purchase 7.625
12/30/94 3000 Open Market Purchase 7.750
01/10/95 5000 Open Market Purchase 7.500
01/26/95 1000 Open Market Purchase 8.375
01/26/95 5000 Open Market Purchase 8.625
01/27/95 6000 Open Market Purchase 8.750
01/31/95 5000 Open Market Purchase 8.625
01/31/95 5000 Open Market Purchase 8.500
</TABLE>
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Page 9 of 9
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: February 3, 1995 By: /s/ Saad A. Alissa
Saad A. Alissa, President
Dated: February 3, 1995 /s/ Saad A. Alissa
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: February 3, 1995 By: /s/ Saad A. Alissa
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: February 3, 1995 By: /s/ Saad A. Alissa
Saad A. Alissa, Secretary
