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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
TALLEY INDUSTRIES, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
874687 10 6
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(CUSIP Number)
PATRICK J. GILMARTIN, ONE WILLIAM STREET, NEW YORK, NY 10004 (212) 425-3220
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 3, 1996
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(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 this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
- --------------------- ------------------
CUSIP NO. 874687 10 6 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN J. MCMULLEN ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
402,930
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,502,919
OWNED BY -------------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,905,849
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,905,849
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. 874687 10 6 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WELLS FARGO BANK OF ARIZONA, N.A.
(formerly First Interstate Bank of Arizona, N.A.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,502,919
OWNED BY -------------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,502,919
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BK
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
(Amendment No. 3)
This Amendment No. 3 amends the joint statement of John J. McMullen
("JJM") and Wells Fargo Bank of Arizona, N.A. (formerly First Interstate Bank
of Arizona, N.A.) (the "Trustee") on Schedule 13D dated March 17, 1988, as
amended by Amendment No. 1 dated May 9, 1990, and as amended and restated in
its entirety by Amendment No. 2 dated February 14, 1996. Except as amended
by this Amendment No. 3, the joint statement of JJM and Trustee is unchanged.
Item 4 is amended by adding the following:
JJM, the Trustee and the issuer have agreed to
permit shares of Common Stock of the issuer to be
transferred to a brokerage firm as security for a loan
to JJM, pursuant to customary margin loan arrangements.
Pursuant to such agreement, the Trustee transferred
to the brokerage firm record ownership of 402,930 shares
of Common Stock of the issuer ("Pledged Shares"),
effective June 3, 1996. The Pledged Shares are held
by the brokerage firm for the benefit of JJM, and
the Pledged Shares shall continue to be voted in
accordance with the Voting Trust Agreement. Except in
the case of a default under the margin loan arrangements
or joint instruction from both JJM and the issuer, the
Pledged Shares shall be returned to the Trustee when the
margin loan is repaid.
Item 5 is amended by adding the following:
Reference is made to cover pages 2-3 for information
amending Item 5(a) and (b).
(c) As described in Item 4 above, effective June
3, 1996, 402,930 shares of the issuer's Common Stock
were transferred from the Trustee to a brokerage firm
as security for a loan to JJM, to be held for the
benefit of JJM.
(d) The brokerage firm described in Item 4 has
the right in the event of default under the margin loan
arrangements described therein to direct the receipt of
dividends from and the proceeds of the sale of the
Pledged Shares.
The loan from Chemical Bank New Jersey to JJM was
repaid on May 24, 1996, and the pledged voting trust
certificates thereunder have been returned to JJM.
Item 6 is amended by adding the following:
As described in Item 4, the Voting Trust Agreement
has been amended to permit JJM to transfer shares of
Common Stock of the issuer from the Trustee to a
brokerage firm as security for JJM's borrowing arrangements.
The brokerage firm will be Goldman, Sachs & Co. ("Goldman").
In a letter from JJM to Goldman dated as of March
8, 1996, and confirmed by Goldman, JJM and Goldman agreed
that Goldman would accept instruction from JJregarding
the voting of the shares of Common Stock transferred to
Goldman, and that JJM would vote the shares so transferred
as set forth in the Voting Trust Agreement. A copy of that
letter is attached as Exhibit 6.
Item 7 is amended by adding the following:
The following exhibits are filed herewith:
EXHIBIT 6 Letter dated March 8, 1996 from
John J. McMullen to Goldman, Sachs & Co
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Signature
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.
Date: June 11, 1996
John J. McMullen
----------------------------
John J. McMullen
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Signature
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.
Date: June 11, 1996
WELLS FARGO BANK OF ARIZONA, N.A.
(formerly First Interstate Bank of Arizona, N.A.)
AS TRUSTEE
By: Kathleen Jakubowicz
---------------------------
Name: Kathleen Jakubowicz
Assistant Vice-President
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As of March 8, 1996
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
In connection with one or more margin account(s) I may maintain with
you from time to time, I anticipate causing up to 1,202,930 shares of Talley
Industries, Inc. ("Talley") Common Stock to be transferred to you or your
nominee as margin collateral. Please accept this letter as my irrevocable
instruction to you (and any nominee holding any such shares) that all such
shares ("Goldman Shares") shall be voted (or, if no shares of Talley Common
Stock are then held by Trustee, would be voted) in the same manner as shares of
Talley Common Stock held by First Interstate Bank of Arizona, N.A., as voting
trustee ("Trustee") are voted pursuant to the Amended and Restated Voting Trust
Agreement dated February 7, 1996 (the "Agreement"). I will make arrangements
to ensure that you (or your nominee) are advised in writing of the manner in
which Goldman Shares are so to be voted in sufficient time to permit the
execution and delivery of appropriate proxies or other instruments to effect
such vote, with confirmation from me (or on my behalf) that a copy of each such
voting advice has simultaneously been delivered to Talley. You will have no
responsibility for verifying the conformity of any such advice with the
provisions of the Agreement, nor for verifying that a copy has been so
delivered to Talley.
It is further agreed and acknowledged that, except as to such voting
instruction, Goldman, Sachs & Co. shall have no obligation or liability
whatsoever in respect of the Agreement and shall be fully authorized to act on
my instructions only in respect of such account(s). For example, and not by
way of limitation, any Goldman Shares sold or otherwise transferred in the
event of a default under my margin loan arrangements with you, or in the event
you (or your nominee) exercise rights or remedies permitted by the customary
arrangements, shall no longer be subject to this voting instruction. Further,
this voting instruction shall expire on March 1, 2001 or on such earlier date
as is 30 days after I have delivered to you a written confirmation that (i)
this instruction may properly be revoked by me pursuant to the Agreement and
(ii) a copy of the written confirmation has been simultaneously delivered by me
to Talley. You will have no responsibility for verifying the conformity of any
such confirmation with the provisions of the Agreement, nor for verifying that
a copy has been so delivered to Talley.
Please confirm your receipt of this voting instruction by signing and
returning to each of Trustee, Talley and me one of the enclosed three copies of
this letter.
Sincerely,
John J. McMullen
-----------------------------
John J. McMullen
cc: Trustee and Talley
Confirmed:
GOLDMAN, SACHS & CO.
James G. O'Shaughnessy
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Acknowledged and Agreed:
TALLEY INDUSTRIES, INC.
William H. Mallender
- ---------------------------------
Authorized Officer
