SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 11)
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)
January 8, 1997
_________________
(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
<PAGE>
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>
CUSIP No. 874687106 Page 6 of 9
SCHEDULE 13D
(Amendment No. 11)
NOTE: For convenience, Abdullatif Ali Alissa Est. (the
"Establishment"), Mr. Saad A. Alissa, General Investors Limited
and Financial Investors Limited are sometimes collectively
referred to as the "Filing Persons." All capitalized terms used
in this Amendment No. 11 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
By letter to Mr. Alissa dated January 7, 1997, William
Mallender, Chairman and Chief Executive Officer of Talley
Industries, Inc. (the "Company"), rejected Mr. Alissa's proposal
that the Company use the $154 million received in the TRW
litigation and the $18 million received in the sale of real
estate to conduct an issuer tender offer at $12.11 per share for
at least 7 million shares during the first quarter of 1997,
thereby utilizing about half of those amounts to enhance
shareholder value by permitting all shareholders to participate
pro rata in such offer. Mr. Mallender's letter indicated that
Mr. Alissa's proposal for an issuer tender offer was
(1) "impractical" because the Company will have ongoing needs for
significant additional capital investment over the next several
years and (2) "impossible" under the terms of the Company's
existing loan covenants.
Mr. Alissa also had proposed that the Company retain an
independent investment banker for the purpose of valuing all the
businesses engaged in by the Company. Mr. Mallender's letter of
January 7 did not address this proposal.
In light of the Company's consistent refusal to respond
constructively to various proposals made be Mr. Alissa for the
purpose of strengthening the Company's performance and management
and enhancing shareholder value, including those referred to
above, Mr. Alissa, in consultation with his legal and other
advisers, is considering soliciting proxies for use at the
<PAGE>
CUSIP No. 874687106 Page 7 of 9
forthcoming 1997 annual meeting of the Company's shareholders for
a number of purposes, which may include the following:
(1) electing directors in opposition to management's nominees;
(2) eliminating anti-takeover provisions, including the Company's
staggered board and the rights plan known as a "poison pill,"
which Mr. Alissa believes serve only to entrench management; and
(3) taking other appropriate actions to adopt structural and
management changes to enhance corporate democracy, to make the
Company more responsive to shareholders and to increase
shareholder value. Proposals in this last category may include
those previously made by Mr. Alissa directly to management of the
Company_namely recommending that the Board of Directors take the
steps necessary (i) either to declare and pay a dividend to
shareholders, make a self-tender offer or implement a buyback
program of the Company's shares, so that all shareholders might
participate in the proceeds of recent litigation and real estate
sales and (ii) to retain an independent investment banker to
value all businesses engaged in by the Company and to recommend a
course of action to enhance shareholder value.
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
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;
<PAGE>
CUSIP No. 874687106 Page 8 of 9
(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 Amendment No. 8 to
this Schedule 13D.
<PAGE>
CUSIP No. 874687106 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: January 15, 1997 By: /s/ Saad A. Alissa
___________________________
Saad A. Alissa
Dated: January 15, 1997 /s/ Saad A. Alissa
___________________________
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: January 15, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: January 15, 1997 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
DC1DOCS/45643
