SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 13)
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)
February 6, 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 16 Pages)
<PAGE>
CUSIP No. 874687106 Page 2 of 16
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
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CUSIP No. 874687106 Page 3 of 16
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 16
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 16
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 16
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) /X/
(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):
2.3%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 874687106 Page 7 of 16
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) /X/
(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):
.006%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 874687106 Page 8 of 16
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Albert H. Cox, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(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):
.006%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 874687106 Page 9 of 16
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) /X/
(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
4,950
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
4,950
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):
.03%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 874687106 Page 10 of 16
SCHEDULE 13D
(Amendment No. 13)
NOTE: All capitalized terms used in this Amendment No. 13
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 2. Identity and Background
The persons filing this statement (collectively
referred to as the "Filing Persons") are:
1) Abdullatif Ali Alissa Est., a sole proprietorship
organized under the laws of the Kingdom of Saudi Arabia (the
"Establishment"). The Establishment's principal business is
importing and operating a dealership for General Motors and Isuzu
Motors automobiles, spare parts and accessories. The
Establishment's executive officers and directors are Abdullatif
Ali Alissa - Chairman; Saad A. Alissa - President; and
Abdulmohsen Abdullatif Ali Alissa - Vice President. The
principal business address and principal office address of the
Establishment and each of its officers and directors is P.O. Box
192, Alkhobar 81962, Saudi Arabia.
2) Saad A. Alissa an individual whose business
address is P.O. Box 192, Alkhobar 81962, Saudi Arabia. Mr.
Alissa's principal occupation is President of the Establishment.
3) General Investors Limited, a Cayman Islands
corporation ("GIL") of which Mr. Alissa is the sole shareholder.
GIL's principal business address and principal office address is
c/o Saad A. Alissa, P.O. Box 1111, West Wind Building, 2nd Floor,
Grand Cayman, Cayman Islands, BWI. Mr. Alissa is the sole
director and Secretary and The Secretary Ltd., a company
organized in the Cayman Islands ("TSL"), is the Assistant
Secretary of GIL.
<PAGE>
CUSIP No. 874687106 Page 11 of 16
4) Financial Investors Limited, a Cayman Islands
corporation ("FIL") of which the Establishment is the sole
shareholder. FIL's principal business address and principal
office address is c/o Saad A. Alissa, P.O. Box 1111, West Wind
Building, 2nd Floor, Grand Cayman, Cayman Islands, BWI. Mr.
Alissa is the sole director and Secretary and TSL is the
Assistant Secretary of FIL.
5) Ralph A. Rockow, an individual whose business
address is 8433 N. Black Canyon Highway, Phoenix, Arizona 85021.
Mr. Rockow's principal occupation is (i) President of Exodyne,
Inc., a holding company, (ii) President and Chairman of the Board
of Dynamic Science, Inc., a company whose principal business is
government service contracting, (iii) President and Chairman of
the Board of Exodyne Properties, Inc., a company whose principal
business is real estate investment, (iv) Chairman of the Board of
Dynamic Educational Systems, Inc., a company whose principal
business is educational contracting with the Department of Labor
and (v) Chairman of the Board of Exodyne Electric Motors, Inc., a
company whose principal business is manufacturing submersible
motors. The business address of all of such entities is 8433 N.
Black Canyon Highway, Phoenix, Arizona 85021.
6) Robert T. Craig, an individual whose residence
address is 14 Spotted Sandpiper Road, Hilton Head, South
Carolina. Mr. Craig retired in 1987, after 15 years in various
senior executive positions with TRW, Inc.
7) Albert H. Cox, Jr., an individual whose business
address is 2002 Claudette Court, Biloxi, Mississippi 39531. Mr.
Cox's principal occupation is working as a self-employed
consulting economist.
8) William B. Danzell, an individual whose business
address is 18 Pope Avenue, Executive Park Road, # 3, Hilton Head
Island, South Carolina 29928. Mr. Danzell's principal occupation
is President of Danzell Investment Management, Ltd., a registered
investment adviser whose principal business is providing
investment supervisory services and whose principal address is 18
Pope Avenue, Executive Park Road, # 3, Hilton Head Island, South
Carolina 29928.
None of Mr. Alissa, the Establishment, FIL, GIL, Mr. Rockow,
Mr. Craig, Mr. Cox or Mr. Danzell or the executive officers or
directors of the Establishment, FIL or GIL during the past five
years, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or was a party to a
civil proceeding of a judicial or administrative body resulting
<PAGE>
CUSIP No. 874687106 Page 12 of 16
in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to
such laws.
Item 4. Purpose of Transaction
Ralph A. Rockow, Robert T. Craig, Albert H. Cox, Jr.,
William B. Danzell have 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
Company's forthcoming 1997 annual meeting of shareholders (the
"Annual Meeting"). On February 6, 1997, Mr. Alissa, on behalf of
SCREAM, submitted to the Company a notice that he intends to (i)
nominate three persons for election to the Company's Board of
Directors, and (ii) submit five proposals for stockholder action,
at the Annual Meeting.
Mr. Alissa, on behalf of SCREAM, intends to nominate Ralph
A. Rockow, Robert T. Craig and Albert H. Cox, Jr., in opposition
to management's slate, to revitalize the Board of Directors.
SCREAM also intends to submit for stockholder action
proposals recommending that the Company's Board of Directors act
promptly to eliminate certain provisions of the Company's
certificate of incorporation and bylaws that inhibit stockholder
action; eliminate the "poison pill" plan first adopted and then
extended without stockholder action; and retain an independent
investor banker to evaluate the Company's businesses and assist
the Board of Directors in implementing a coherent restructuring
plan and investing the Company's funds, as well as to consider
the advisability of declaring a special dividend and/or
implementing a stock buy-back program as possible means of
enhancing shareholder value.
Each member of SCREAM and each nominee of SCREAM has agreed
to vote his shares at the annual meeting in accordance with
SCREAM's recommendations and to solicit proxies for that purpose,
and, therefore are deemed to have formed a group for purposes of
Section 13(d) of the Securities Exchange Act of 1934 and the
rules thereunder. There is no written agreement between/among any
of them except that Mr. Alissa has agreed to indemnify, defend
and hold harmless each of the nominees against losses,
liabilities and costs arising out of, based on or with respect to
the solicitation.
Notwithstanding paragraph (b)(1) of Rule 13d-5, which
provides in pertinent part that a group shall be deemed the
beneficial owner of all equity securities beneficially owned by
any person who agrees to act to form a group, each member of
SCREAM and each nominee of SCREAM expressly disclaims beneficial
ownership of any securities other than his own.
<PAGE>
CUSIP No. 874687106 Page 13 of 16
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, however, 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;
(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;
<PAGE>
CUSIP No. 874687106 Page 14 of 16
(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 15 of 16
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: February 12, 1997 By: /s/ Saad A. Alissa
___________________________
Saad A. Alissa
Dated: February 12, 1997 /s/ Saad A. Alissa
___________________________
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: February 12, 1997 By: /s/ Saad A. Alissa
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: February 12, 1997 By: /s/ Saad A. Alissa
Saad A. Alissa, Secretary
Dated: February 12, 1997 /s/ Ralph Rockow
Ralph Rockow
Dated: February 12, 1997 /s/ Robert Craig
Robert Craig
Dated: February 12, 1997 /s/ Albert H. Cox, Jr.
Albert H. Cox, Jr.
Dated: February 12, 1997 /s/ William B. Danzell
William B. Danzell
<PAGE>
CUSIP No. 874687106 Page 16 of 16
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: February 12, 1997 By: /s/ Saad A. Alissa
Saad A. Alissa
Dated: February 12, 1997 /s/ Saad A. Alissa
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: February 12, 1997 By: /s/ Saad A. Alissa
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: February 12, 1997 By: /s/ Saad A. Alissa
Saad A. Alissa, Secretary
Dated: February 12, 1997 /s/ Ralph Rockow
Ralph Rockow
Dated: February 12, 1997 /s/ Robert Craig
Robert Craig
Dated: February 12, 1997 /s/ Albert H. Cox, Jr.
Albert H. Cox, Jr.
Dated: February 12, 1997 /s/ William B. Danzell
William B. Danzell
DC1DOCS/46822.01
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