-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S7b6rMRIRHzVr+KBJCwiCGRxhHism1iLESpbbgcS5oV4xZLGSOzY1WwWRmCm1v+b NwcrMx4f/lyv2XSnwsGOYA== /in/edgar/work/20000811/0000107469-00-000005/0000107469-00-000005.txt : 20000921 0000107469-00-000005.hdr.sgml : 20000921 ACCESSION NUMBER: 0000107469-00-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLSTATE FINANCIAL CORP /VA/ CENTRAL INDEX KEY: 0000852220 STANDARD INDUSTRIAL CLASSIFICATION: [6153 ] IRS NUMBER: 541208450 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41446 FILM NUMBER: 692333 BUSINESS ADDRESS: STREET 1: 2700 S QUINCY ST STE 540 CITY: ARLINGTON STATE: VA ZIP: 22206 BUSINESS PHONE: 7039312274 MAIL ADDRESS: STREET 1: 2700 S QUINCY STREET STREET 2: STE 540 CITY: ARLINGTON STATE: VA ZIP: 22206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARUCCI WALTER P /NY CENTRAL INDEX KEY: 0001005385 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CARR SECURITIES CORP STREET 2: ONE PENN PLAZA SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 21217600707 MAIL ADDRESS: STREET 1: C/O CARR SECURITIES CORP STREET 2: ONE PENN PLAZA SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10014 SC 13D 1 0001.txt OMB APPROVAL OMB NUMBER: 3235- 0145 Expires: October 31, 1998 Estimated average burden hours per form.......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ALLSTATE FINANCIAL CORP., INC. (Name of Issuer) COMMON STOCK, no par value (Title of Class of Securities) 020011102 (CUSIP Number) Corporate Secretary, 2700 S. Quincy St. Ste. 540, Arlington, VA 22206 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 4, 2000 (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). SCHEDULE 13D CUSIP NO. 812070100 PAGE 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walter P. Carucci - Soc. Sec. ####-##-#### Carucci Family Partners - IRS ID# 11-3146675 Carr Securities Corp. - IRS ID# 11-2003950 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Walter P. Carucci - PF, Carucci Family Partners - WC, Carr Securities Corp. - WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Walter P. Carucci - US Citizen, Carucci Family Partners - New York, Carr Securities Corp. - New York NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY Walter P. Carucci - 80,000 OWNED BY EACH Carucci Family Partners - 45,800 REPORTING Carr Securities Corp. - 2,464 PERSON 8 SHARED VOTING POWER WITH 0 9 SOLE DISPOSITIVE POWER Walter P. Carucci - 80,000 Carucci Family Partners - 45,800 Carr Securities Corp. - 2,464 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Walter P. Carucci - 128,264 Carucci Family Partners - 45,800 Carr Securities Corp. - 2,464 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Walter P. Carucci - 5.52% Carucci Family Partners - 1.97% Carr Securities Corp. - .11% 14 TYPE OF REPORTING PERSON* Walter P. Carucci - IN, Carucci Family Partners - PN, Carr Securities Corp. - *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. Item 1. Security and Issuer This statement relates to the Common Stock, no par value of Allstate Financial Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2700 S. Quincy Street, Suite 540, Arlington, Virginia 22206. Item 2. Identity and Background This statement is being filed on behalf of Walter P. Carucci, Carucci Family Partners, a New York general partnership and Carr Securities Corp., a New York corporation. The general partners of Carucci Family Partners are Walter Carucci, Clara Carucci and Mitchell Carucci. Walter Carucci has been granted sole and exclusive authority to purchase, sell and vote all securities and prepare and sign all documents as set forth by the exhibited powers of attorney. Carr Securities Corp. is owned 51% by Clara Carucci and 49% by Walter Carucci. Walter Carucci's business address is Carr Securities Corp., One Penn Plaza, New York, NY 10119-0002. Walter Carucci's principal occupation is President of Carr Securities Corp. During the last five years, Walter Carucci has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Walter Carucci was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction . Walter Carucci is a citizen of the United States. Carucci Family Partners is a New York general partnership located at c/o Carr Securities Corp., One Penn Plaza, New York, NY 10119-0002. The principal business of Carucci Family Partners is investments. During the last five years, Carucci Family Partners was not convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Carucci Family Partners was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Clara Carucci's residence address is 33 Lighthouse Road, Great Neck, NY 11024. Clara Carucci has no principal occupation. During the last five years, Clara Carucci has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Clara Carucci was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction . Clara Carucci is a citizen of the United States. Mitchell Carucci's residence address is 33 Lighthouse Road, Great Neck, NY 11024. Mitchell Carucci's principal occupation is photographer. During the last five years, Mitchell Carucci has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mitchell Carucci was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction . Mitchell Carucci is a citizen of the United States. Carr Securities Corp. is a New York corporation located at One Penn Plaza, New York, NY 10119-0002. The principal business of Carr Securities Corp. is trading. During the last five years Carr Securities Corp. was not convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Carr Securities Corp. was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Item 3. Source and Amount of Funds or Other Consideration The common stock referred to herein was obtained in open market purchases. Funds used by Carr Securities Corp. were from working capital. Item 4. Purpose of Transaction The effect of the transaction described in Item 5 herein is to cause the beneficial ownership by Walter P. Carucci to increase above 5%. The shares of common stock referred to herein have been acquired for investment purposes. Neither Walter Carucci, Carucci Family Partners nor Carr Securities Corp. has any present intention to take any action with respect to the matters listed in (b) through (j) of Item 4. Walter Carucci and/or Carucci Family Partners and/or Carr Securities Corp. intend to exercise their rights as shareholders to vote for or against any matter in accordance with their best interests. Item 5. Interest in Securities of the Issuer (a) Walter Carucci may be deemed to be the beneficial owner of an aggregate of 128,264 shares of Common Stock. Carucci Family Partners beneficially owns 45,800 shares of Common Stock. Carr Securities Corp. beneficially owns 2,264 shares of Common Stock. According to the Issuer's Form 10-QSB dated May 15, 2000, as of May 10, 2000, the Issuer had a total of 2,324,616 shares of Common Stock outstanding. Accordingly, (i) Walter Carucci may be deemed to be the beneficial owner of 5.52% of the total shares of Common Stock outstanding, (ii) Carucci Family Partners beneficially owns 1.97% of the total shares of Common Stock outstanding and (iii) Carr Securities Corp. beneficially owns .11% of the total shares of Common Stock outstanding. Clara Carucci and Mitchell Carucci are not the beneficial owners of any shares of Common Stock of the Issuer. (b) Walter Carucci Family Carr Securities Clara Mitchell Carucci Partners Corp. Carucci Carucci Sole Power to vote/ direct vote 80,000 45,800 2,464 0 0 Shared Power to vote/ direct vote 0 0 0 0 0 Sole Power to dispose/ direct disposition 80,000 45,800 2,464 0 0 Shared Power to dispose/ direct disposition 0 0 0 0 0 (c) During the past sixty days the following transactions in the shares of Common Stock of the Issuer were effected: June 6, 2000: Carr Securities sold 3,000 shares at $1.0313 on the open market. June 6, 2000: Carr Securities sold 2,500 shares at $1.0313 on the open market. June 6, 2000: Carr Securities sold 2,500 shares at $.875 on the open market. June 6, 2000: Carr Securities sold 2,500 shares at $.75 on the open market. June 6, 2000: Carr Securities sold 2,500 shares at $.5625 on the open market. June 6, 2000: Carr Securities bought 18,200 shares at $.79 on the open market. June 6, 2000: Carr Securities bought 3,000 shares at $.79 on the open market. June 6, 2000: Carucci Family Partners sold 18,200 shares at $.79 on the open market. June 20, 2000: Carr Securities bought 2,500 shares at $.51 on the open market. July 3, 2000: Carucci Family Partners sold 2,500 shares at $.625 on the open market. August 1, 2000: Carucci Family Partners bought 2,900 shares at $.5625 on the open market. August 2, 2000: Carucci Family Partners bought 1,000 shares at $.5725 on the open market. August 2, 2000: Carucci Family Partners bought 6,100 shares at $.45 on the open market. August 2, 2000: Carr Securities sold 1,000 shares at $.5725 on the open market. August 2, 2000: Carr Securities bought 1,000 shares at $.5625 on the open market. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Clara Carucci and Mitchell Carucci have transferred to Walter Carucci the power to vote and dispose of any stock of the Issuer held by them. Item 7. Material to be Filed as Exhibits Exhibit 1. Power of Attorney of Clara Carucci. Exhibit 2. Power of Attorney of Mitchell Carucci. SIGNATURE After reasonable inquiry and to the best of my knowledge and be lief, I certify that the information set forth in this statement is true, complete and correct. /s/ Walter P. Carucci Walter P. Carucci CARUCCI FAMILY PARTNERS By: /s/ Walter P. Carucci Walter P. Carucci General Partner CARR SECURITIES CORP. By: /s/ Walter P. Carucci Walter P. Carucci President Dated: August 8, 2000 EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that, I, Clara Carucci, a general partner of Carucci Family Partners ("CFP"), residing at 33 Lighthouse Rd., Great Neck, New York 11024, hereby appoint Walter Carucci, 17 Battery Place, New York, NY 10004, as my Attorney-in-Fact, to act in my capacity as partner of CFP and for my benefit and for the benefit of CFP and on behalf of CFP with sole and exclusive authority to do the following: -- To purchase or sell any security on behalf of Carucci Family Partners. -- To vote any securities now or hereafter held by Carucci Family Partners. -- To prepare and sign all documents required by federal and state securities laws and by the Securities and Exchange Commission with respect to the holdings of Carucci Family Partners. I hereby grant to my Attorney-in-Fact full right, power, and authority to do every act, deed, and thing requisite, necessary or advisable to be done concerning the above powers, as fully, to all intents and purposes, as I might or could do if personally present and acting, with full power of substitution and revocation, hereby ratifying and confirming all that said Attorney-in-Fact or substitute shall lawfully do or cause to be done by virtue hereof. This Power of Attorney shall become effective immediately, and shall not be affected by my disability or lack of mental competence, and shall continue effective until my death; provided, however, that this Power may be revoked by me as to my Attorney-in-Fact at any time by written notice to my Attorney-in-Fact. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 1, 1994. /s/ Clara Carucci Clara Carucci, as Partner, Carucci Family Partners STATE/COMMONWEALTH OF NEW YORK ) ) ss: COUNTY/PARISH/BOROUGH OF NASSAU ) On this 1st day of March, 1994, before me, the undersigned, a Notary Public for the State/Commonwealth of New York, personally appeared Clara Carucci to me known (or to me proved) to be the identical person named in and who executed the above Power of Attorney, and acknowledged that such person executed it as such person's voluntary act and deed. /s/ John D. Browning Notary Public John D. Browning Notary Public, State of New York No. 30- 4914718 Qualified in Nassau County Certificate Filed in New York County Commission Expires November 23, 1995 EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that, I, Mitchell Carucci, a general partner of Carucci Family Partners ("CFP"), residing at 33 Lighthouse Rd., Great Neck, New York 11024, hereby appoint Walter Carucci, 17 Battery Place, New York, NY 10004, as my Attorney-in-Fact, to act in my capacity as partner of CFP and for my benefit and for the benefit of CFP and on behalf of CFP with sole and exclusive authority to do the following: -- To purchase or sell any security on behalf of Carucci Family Partners. -- To vote any securities now or hereafter held by Carucci Family Partners. -- To prepare and sign all documents required by federal and state securities laws and by the Securities and Exchange Commission with respect to the holdings of Carucci Family Partners. I hereby grant to my Attorney-in-Fact full right, power, and authority to do every act, deed, and thing requisite, necessary or advisable to be done concerning the above powers, as fully, to all intents and purposes, as I might or could do if personally present and acting, with full power of substitution and revocation, hereby ratifying and confirming all that said Attorney-in-Fact or substitute shall lawfully do or cause to be done by virtue hereof. This Power of Attorney shall become effective immediately, and shall not be affected by my disability or lack of mental competence, and shall continue effective until my death; provided, however, that this Power may be revoked by me as to my Attorney-in-Fact at any time by written notice to my Attorney-in-Fact. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 1, 1994. /s/ Mitchell Carucci Mitchell Carucci, as Partner, Carucci Family Partners STATE/COMMONWEALTH OF NEW YORK ) ) ss: COUNTY/PARISH/BOROUGH OF NASSAU ) On this 1st day of March, 1994, before me, the undersigned, a Notary Public for the State/Commonwealth of New York, personally appeared Clara Carucci to me known (or to me proved) to be the identical person named in and who executed the above Power of Attorney, and acknowledged that such person executed it as such person's voluntary act and deed. /s/ John D. Browning Notary Public John D. Browning Notary Public, State of New York No. 30- 4914718 Qualified in Nassau County Certificate Filed in New York County Commission Expires November 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----