SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
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, 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 29, 1996
_________________
(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
/ /.
Page 1 of 10 Pages
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CUSIP No. 874687106 Page 2 of 10
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:
N/A
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
992,200
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
992,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
992,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.88%
14. TYPE OF REPORTING PERSON:
IN
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CUSIP No. 874687106 Page 3 of 10
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:
N/A
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
678,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
678,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
678,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.75%
14. TYPE OF REPORTING PERSON:
OO
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CUSIP No. 874687106 Page 4 of 10
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:
N/A
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
678,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
678,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
678,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.75%
14. TYPE OF REPORTING PERSON:
OO
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CUSIP No. 874687106 Page 5 of 10
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:
N/A
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
314,800
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
314,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
314,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.13%
14. TYPE OF REPORTING PERSON:
OO
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CUSIP No. 874687106 Page 6 of 10
SCHEDULE 13D
(Amendment No. 7)
NOTE: For convenience, Abdullatif Ali Alissa Est. (the
"Establishment"), Mr. Saad A. 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. 7 and not defined
herein shall have the same meaning as in the statement of Saad A.
Alissa on Schedule 13D dated August 31, 1994, as amended through
the date hereof. 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
On January 6, 1996, Mr. Alissa exercised his rights as a
stockholder of the Company, pursuant to Article II, Section 8 of
the Company's Bylaws, to nominate William B. Danzell for election
to the Company's Board of Directors at the 1996 Annual Meeting of
Stockholders. Mr. Danzell is the President and principal
stockholder of Danzell Investment Management Ltd., a South
Carolina corporation engaged in the business of providing
investment advisory services. Mr. Danzell is the beneficial
owner of 2,950 shares of the Company's Common Stock. Mr. Danzell
and the Filing Persons have not, through any contract,
arrangement, understanding, relationship agreed to act together
for the purpose of acquiring, holding, voting or disposing of the
Common Stock of the Company.
By letter dated February 29, 1996, Mr. Alissa (i) exercised his
rights as a stockholder of the Company, pursuant to Section 220 of
the Delaware General Corporation Law, (ii) demanded the right to
inspect the Company's stockholder list for the purpose of
communicating with other stockholders regarding the Company's
business and affairs in general and specifically the matters to be
considered and acted upon by the stockholders at the Company's
upcoming 1996 Annual Meeting and (iii)designated Mr. Danzell as his
attorney-in-fact for purposes of inspection of the stockholder list.
By letter dated March 8, 1996, the Company responded to Mr. Alissa's
statutory demand by (i) stating, among other things, that it is the
Company's
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CUSIP No. 874687106 Page 7 of 10
position that before responding to Mr. Alissa it is incumbent upon
the Company to receive assurance from Messrs. Alissa and Danzell that
the stockholder communications for which the stockholder list is
sought will be in compliance with the Proxy Rules promulgated by the
Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended, and all other legal requirements and (ii)
requiring written assurances from Messrs. Alissa and Danzell that
they will comply with the Proxy Rules and other applicable legal
requirements in connection with their communications with other
stockholders.
Although it is Mr. Alissa's position that the Company's position
and demand for assurances are entirely unjustified and that, as a
stockholder of the Company, he has an unconditional right to inspect
the stockholder list, and in any event Mr. Alissa intends to comply
fully with the Proxy Rules and other applicable legal requirements,
in the interest of prompt receipt of the stockholder list
Messrs. Alissa and Danzell intend promptly to provide the written
assurances demanded by the Company.
Once the Company has provided the stockholder list to
Mr. Alissa pursuant to his pending demand, the Filing Persons may
elect to communicate with other stockholders of the Company
regarding, among other things, the nomination of Mr. Danzell for
election to the Company's Board of Directors, as well as the
Shareholder Proposal submitted by the Filing Persons on November
3, 1995. That Shareholder Proposal recommends that the Board of
Directors of the Company, at the earliest practicable date,
either (i) redeem all of the Company's preferred stock purchase
rights ("Rights") or (ii) submit to a binding vote of the
stockholders the question of whether to retain or redeem such
Rights and further recommends that the Rights not be extended
beyond their original expiration date of April 1, 1996 and that
no successor or other rights plan be adopted except pursuant to a
vote of the stockholders.
The Filing Persons' interest in communicating with other
stockholders of the Company on the subject of the Shareholder
Proposal arises in the context of recent actions of the Company
regarding the Rights. In particular, on February 2, 1996, the
Company's Board of Directors extended and amended the Rights,
notwithstanding the pendency of the Shareholder Proposal and the
concerns raised by the Filing Persons in connection therewith. In
addition, the Company distributed to its stockholders a letter and
related materials dated February 7, 1996, from William H. Mallender,
Chairman of the Board, reporting on and attempting to justify the
actions of the Company's Board of Directors in amending and extending
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CUSIP No. 874687106 Page 8 of 10
the Rights. In that letter, the Company made no mention of the
pending Shareholder Proposal and did not address the issues raised by
the Filing Persons in connection with submission of the Shareholder
Proposal, including the following:
(A) The appropriateness of unilateral action by the
Company's Board of Directors in adopting (and now extending and
amending) the Rights without either stockholder approval or
ratification and not in the context of a pending tender offer;
(B) Potential inhibition of direct stockholder action
in a tender offer by permitting Board action without presentation
to the stockholders;
(C) The potentially adverse effect of the Rights on
the price of the Company's Common Stock;
(D) The inhibition of potential tender offers, with a
concomitant adverse effect of stockholder value;
(E) The likelihood that the Rights will permit
entrenchment of management, even in circumstances where a tender
offer or other management change may be beneficial to some or all
of the stockholders of the Company; and
(F) The likelihood that the existence of the Rights will
reduce management's accountability to the Company's stockholders.
Except for the nomination of Mr. Danzell for election to the
Company's Board of Directors and the pending Shareholder
Proposal, each to be considered by the Company's stockholders at
the upcoming Annual Meeting, the Filing Persons do not have any
current plan or proposal which relates to or would result in the
following actions, the Filing Persons will continue to evaluate
their investment in the Company based on their evaluation of the
Company's business, prospects and financial condition, the market
for the Company's Common Stock, other opportunities available to
the Filing Persons, general economic conditions and other
factors, and may formulate plans or proposals which could relate
to or result in one or more such actions, which consist of the
following:
(a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of
the Company, except as otherwise contemplated by this Schedule
13D, as amended;
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CUSIP No. 874687106 Page 9 of 10
(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 the
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 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.
Item 5. Interest in Securities of the Issuer
There has been no change in the Filing Persons' beneficial
ownership since the last transaction reported in the last amendment
(Amendment No. 6) to this Schedule 13D.
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CUSIP No. 874687106 Page 10 of 10
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: March __, 1996 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, President
Dated: March __, 1996 /s/ Saad A. Alissa
___________________________
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: March __, 1996 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: March __, 1996 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
