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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. 6)*
Talley Industries, Inc.
(Name of Issuer)
Series B Cumulative Convertible Preferred Stock
(Title of Class of Securities)
874687304
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth
Avenue, 18th Floor, New York, New York 10176, Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 4, 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 . (A
fee is not required only if the reporting 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 on 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).
Continued on the Following Pages)
Page 1 of 5 Pages<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott Associates, L.P., a Delaware limited partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*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>
This statement is filed pursuant to Rule 13d-2(a) with respect
to the securities beneficially owned by the reporting person specified
herein as of December 14, 1997 and amends and supplements the Schedule 13D
dated December 21, 1995, as amended on January 23, 1996, March 13, 1996,
April 25, 1996, December 6, 1996 and May 2, 1997 (the "Schedule 13D").
Except as set forth herein, the Schedule 13D is hereby restated in its
entirety.
ITEM 2. Identity and Background
(a)-(c) The name of the person filing this statement on
Schedule 13D is: Elliott Associates, L.P., a Delaware limited
partnership, and its wholly-owned subsidiaries ("Elliott"). Paul E.
Singer ("Singer") and Braxton Associates, L.P., a Delaware limited
partnership ("Braxton LP"), which is controlled by Singer, are the general
partners of Elliott.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue, 36th Floor,
New York, New York 10019.
The principal business of Elliott is to purchase, sell, trade
and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue, 36th Floor,
New York, New York 10019.
Singer's principal occupation or employment is that of
serving as general partner of Elliott and Braxton LP.
BRAXTON LP
The business address of Braxton LP is 712 Fifth Avenue, 36th
Floor, New York, New York 10019.
The principal business of Braxton LP is the furnishing of
investment advisory services.
The names, business addresses, and present principal
occupation or employment of the general partners of Braxton LP
are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP <PAGE>
Braxton
Associate
s, Inc.<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP<PAGE>
The name, business address, and present principal occupation
or employment of each director and executive officer of Braxton
Associates, Inc. are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and Braxton LP
ITEM 3. Source and Amount of Funds or Other Consideration
Not applicable
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns no shares of Common Stock.
(b) Not applicable
(c) The following transaction was effected by Elliott during
the past sixty (60) days:
Approximate
Amount of Shares Price per Share
Date Security Bought (Sold) Share (exclusive
of commissions)
12/04/97 Preferred Stock (142,000) 16.00
(d) Not applicable
(e) The reporting person ceased to be the beneficial owner of
more than 5% of the Preferred Stock on December 4, 1997.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: December 15, 1997
ELLIOTT ASSOCIATES, L.P.
By:/s/ Paul E. Singer
Paul E. Singer
General Partner
