SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)
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)
December 17, 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 9 Pages
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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) /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
1,121,000
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
1,121,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,121,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.55%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 874687106 Page 3 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) /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
721,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
721,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
721,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.86%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No. 874687106 Page 4 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) /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
721,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
721,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
721,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.86%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
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) /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
365,900
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
365,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
365,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.46%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
Page 6 of 9
SCHEDULE 13D
(Amendment No. 9)
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. 9 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 Monday, December 17, 1996, at the Company's executive
offices in Phoenix, Arizona, Mr. Alissa met with William H.
Mallender, Chairman of the Board and Chief Executive Officer of
the Company, to discuss enhancing shareholder value for the
benefit of all shareholders of the Company and related matters.
Mr. Alissa was accompanied by William B. Danzell, financial
adviser, and Robert M. Krasne, counsel. Mr. Mallender was
accompanied by David Victor, a director of the Company and
counsel. Mr. Alissa's understanding of the conclusions reached
at the meeting, following considerable discussion, is as follows:
(1) management agrees to his proposal to dispose of the
Company's non-core businesses and to focus on building and
expanding such high growth, core businesses as airbags and
specialty steel;
(2) management agrees to develop other investment banking
relationships to improve stock sponsorship and to assist in
building and expanding the core businesses; and
(3) management has extended an invitation to Mr. Alissa to
serve on the Board of Directors and he has requested certain
information to evaluate the appropriateness of his accepting the
invitation.
Except for the foregoing developments, the Filing Persons do
not have any current plan or proposal which relates to or would
result in any of the following actions, but the Filing Persons
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Page 7 of 9
will continue to evaluate 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;
(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
<PAGE>
Page 8 of 9
(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. 8) to this Schedule 13D.
<PAGE>
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: December 23, 1996 By: /s/ Saad A. Alissa
___________________________
Saad A. Alissa
Dated: December 23, 1996 /s/ Saad A. Alissa
___________________________
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: December 23, 1996 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: December 23, 1996 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
