SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 16)
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)
May 18, 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 / /.
(Page 1 of 12 Pages)
<PAGE>
CUSIP No. 874687106 Page 2 of 12
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:
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
34,000
8. SHARED VOTING POWER
1,193,800
9. SOLE DISPOSITIVE POWER
34,000
10. SHARED DISPOSITIVE POWER
1,193,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,227,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.70%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 874687106 Page 3 of 12
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:
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
743,800
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
743,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
743,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.27%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No. 874687106 Page 4 of 12
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:
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
743,800
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
743,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
743,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.27%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No. 874687106 Page 5 of 12
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:
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
450,000
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
450,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.19%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No. 874687106 Page 6 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Ralph A. Rockow
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:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
350,000
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
350,000
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
350,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.48%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 874687106 Page 7 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Robert T. Craig
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:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
1,000
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
1,000
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.007%
14. TYPE OF REPORTING PERSON:
IN
CUSIP No. 874687106 Page 8 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
William B. Danzell
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:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
5,950
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
5,950
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.042%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 874687106 Page 9 of 12
SCHEDULE 13D
(Amendment No. 16)
NOTE: All capitalized terms used in this Amendment No. 16
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
In February 1997, Ralph A. Rockow, Robert T. Craig and
William B. Danzell each agreed to act with each other and Saad A.
Alissa as members of the Shareholders' Committee to Remove
Entrenched and Arrogant Management ("SCREAM") for the purpose of
soliciting proxies to be used in connection with the 1997 annual
meeting of shareholders (the "Annual Meeting") of Talley
Industries, Inc. (the "Company"), and therefore, the members or
SCREAM may have been deemed to have formed a group for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder.
On April 16, 1997, the members of SCREAM filed SCREAM'S
definitive proxy materials nominating Mr. Robert T. Craig and
Ralph A. Rockow for election to the Board of Directors, and
recommending that the Board of Directors of the Company: (i) act
to amend the Certificate of Incorporation to eliminate the
staggered Board of Directors, (ii) act to amend the Certificate
of Incorpration and Bylaws to permit holders of ten percent (10%)
or more of the Company's voting stock to call special meetings,
(iii) undertake a thorough review of the Company's Certificate of
Incorporation and Bylaws for the purpose of identifying and
removing those provisions that limit stockholder participation
and (iv) either (a) eliminate the Company's shareholder rights
plan or (b) submit to a binding vote of stockholders the question
of whether to retain or eliminate such shareholder's rights plan.
On May 8, 1997, at the Annual Meeting, the Company's
stockholders elected Ralph A. Rockow and Robert T. Craig to the Board
of Directors and voted in favor of all of SCREAM's proposals. As of
<PAGE>
CUSIP No. 874687106 Page 10 of 12
the date of the Annual Meeting, Messrs. Rockow and Craig no
longer are members of SCREAM, whose proxy soliciting purpose has
been fulfilled. As a result, the shares owned by Mr. Alissa,
Abdullatif Ali Alissa Est. (the "Establishment"), Financial
Investors Limited ("FIL"), and General Investors Limited ("GIL")
and Mr. Danzell shall be the only securities owned by parties to
this Schedule 13D who shall have a continuing reporting
obligation regarding Schedule 13D.
Mr. Alissa, the Establishment, FIL and GIL expressly
disclaim beneficial ownership of any securities held by Mr.
Danzell and Mr. Danzell expressly disclaims beneficial ownership
of any securities held by Mr. Alissa, the Establishment, FIL and
GIL.
Except for the foregoing developments, the persons filing
this amendment to Schedule 13D do not have any current plan or
proposal which relates to or would result in any of the following
actions, however, Mr. Alissa and Mr. Danzell will continue to
monitor the activities of the current Board of Directors to
ensure that the Company is operated for the benefit of the
shareholders, and will continue to evaluate the Company's
business prospects and financial condition, the market for the
Company's Common Stock, other opportunities available to Mr.
Alissa and Mr. Danzell, 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 11 of 12
(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 beneficial ownership of the
Company's securities by the persons filing this amendment to Schedule
13D during the past sixty days.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement Among the Filing Persons
<PAGE>
CUSIP No. 874687106 Page 12 of 12
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: October 15, 1997 By: /s/Saad A. Alissa
___________________________
Saad A. Alissa
Dated: October 15, 1997 /s/Saad A. Alissa
___________________________
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: October 15, 1997 By: /s/Saad A. Alissa
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: October 15, 1997 By: /s/Saad A. Alissa
Saad A. Alissa, Secretary
Dated: October 14, 1997 /s/Ralph Rockow
Ralph Rockow
Dated: October __, 1997 /s/Robert Craig
Robert Craig
Dated: October__, 1997 /s/William B. Danzell
William B. Danzell
Exhibit A
STATEMENT REQUIRED BY RULE 13d-1(f)
The foregoing amendment to Schedule 13D and any further
amendments thereto with respect to the Common Stock of Talley
Industries, Inc. is a joint filing on behalf of the persons named
below pursuant to the provisions of Rule 13d-1(f) of the
Securities Exchange Act of 1934.
ABDULLATIF ALI ALISSA EST.
Dated: October 15, 1997 By: /s/Saad A. Alissa
Saad A. Alissa
Dated: October 15, 1997 /s/Saad A. Alissa
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: October 15, 1997 By: /s/Saad A. Alissa
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: October 15, 1997 By: /s/Saad A. Alissa
Saad A. Alissa, Secretary
Dated: October 14, 1997 /s/Ralph Rockow
Ralph Rockow
Dated: October __, 1997 /s/Robert Craig
Robert Craig
Dated: October__, 1997 /s/William B. Danzell
William B. Danzell
DC1DOCS1.59620.01
