-----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, TNSWtpRxn/TfPBv0Zy6SbIv64/agMGREFPzJog0lEZbHiTJEVpXUR+Z74B3VIV8g 1wWatHqo5eKTWHKGGuiyNw== 0001005477-98-003371.txt : 19981125 0001005477-98-003371.hdr.sgml : 19981125 ACCESSION NUMBER: 0001005477-98-003371 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLSTATE FINANCIAL CORP /VA/ CENTRAL INDEX KEY: 0000852220 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [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: 98758085 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: CC PARTNERS LTD ET AL CENTRAL INDEX KEY: 0000940993 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752271027 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 15 HUDSON AVENUE P O BOX 832 CITY: SHELTER ISLAND HEIGH STATE: NY ZIP: 11965 MAIL ADDRESS: STREET 1: 15 HUDSON AVENUE P O BOX 832 CITY: SHELTER ISLAND HEIGH STATE: NY ZIP: 11965 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. )(1) Allstate Financial Corporation ---------------------------------------------------- (Name of Issuer) Common Stock, no par value ---------------------------------------------------- (Title of Class of Securities) 020011102 ---------------------------------------------------- (CUSIP Number) Noah Klarish, Esq., Noah Klarish & Associates, P.C. 1 World Trade Center, 85th Floor New York, New York 10048 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 1998 ---------------------------------------------------- (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 |_|. (1) 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). CUSIP No. 020011102 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person C.C. Partners Ltd. 75-2271027 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds 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 - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 163,177 (includes 5,000 shares held of record by Raffles Beneficially Associates, L.P. and 19,077 shares exercisable Owned By upon conversion of debt securities) Each -------------------------------------------------------- Reporting 8 Shared Voting Power Person With 0 -------------------------------------------------------- 9 Sole Dispositive Power 163,177 (includes 5,000 shares held of record by Raffles Associates, L.P. and 19,077 shares exercisable upon conversion of debt securities) -------------------------------------------------------- 10 Shared Dispositive Power 0 -------------------------------------------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 163,177 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 7.0% - -------------------------------------------------------------------------------- 14 Type of Reporting Person PN - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This statement relates to the Common Stock, no par value per share (the "Common Stock"), of Allstate Financial Corporation, a Virginia corporation (the "Issuer"). The Issuer maintains its principal executive office at 2700 South Quincy Street, Suite 540, Arlington, Virginia 22206. Item 2. Identity and Background. (a) This statement is filed by (i) C. C. Partners Ltd., a Texas limited partnership (the "C. C. Partnership") with respect to shares of the Issuer's Common Stock held by it, and (ii) Raffles Associates, L.P., a Delaware limited partnership (the "Raffles Partnership") with respect to shares of the Issuer's Common Stock held by it. The C. C. Partnership and the Raffles Partnership shall sometimes be collectively referred to herein as the "Reporting Person." (b) The business addresses of the C. C. Partnership is P.O. Box 832, Shelter Island Heights, New York, New York 11965. The business address of the Raffles Partnership is One Penn Plaza, Suite 4720, New York, New York 10119. Mr. Paul O'Leary is the sole general partner of the Raffles Partnership and is an investment manager of the C. C. Partnership (having discretionary authority both individually and together with Mr. R. Cromwell Coulson. (c) The principal business of the C. C. Partnership and the Raffles Partnership is securities investment. (d) During the past five years, neither the C. C. Partnership nor the Raffles Partnership nor any of their respective general partners or controlling persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither the C. C. Partnership nor the Raffles Partnership nor any of their respective general partners or controlling persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in their being subject to a judgment, decree or final order enjoining any such person from future violations of or prohibiting or mandating activities subject to federal or state securities laws, or finding any violation of such laws by any such person. (f) All of the natural persons who are general partners or investment managers of either of the C. C. Patnership or the Raffles Partnership are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration. C. C. Partnership directly owns 158,177 shares of the Issuer's Common Stock (including 19,077 shares issuable upon the conversion of presently convertible debt securities) for which it paid $753,252 from its working capital. The Raffles Partnership 3 directly owns 5,000 shares of the Issuer's Common Stock for which it paid $15,115 from its working capital. Item 4. Purpose of Transaction. The Reporting Persons have acquired their shares of the Issuer's Common Stock for investment. The Reporting Persons have no plans or proposals which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (d) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Common Stock of the Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer quotation system; or (i) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g) (4) of the Securities Exchange Act of 1934. The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes or transactions. Although the Reporting Persons have no present plans to purchase additional shares of the Issuer's Common Stock or sell any of their shares of the Issuer's Common Stock, they, either together or separately, may seek to purchase additional shares of the Issuer's Common Stock or sell some or all of their shares of the Issuer's Common Stock in the open market or in privately negotiated transactions from or to one or more sellers or purchasers, as the case may be, provided that, in accordance with their best judgment in light of the circumstances existing at the time, such transactions present an attractive (long or short term) opportunity for profit. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer. Item 5. Interest in Securities of the Issuer. (a) The number of shares of the Issuer's Common Stock and the percentage of the outstanding shares (based upon 2,323,683 shares outstanding as reported in the Issuer's Quarterly Report on Form 10-QSB dated June 30, 1998) directly beneficially owned by each Reporting Person is as follows: Percentage of Name Number of Shares Outstanding Shares - ---- ---------------- ------------------ C. C. Partnership 158,177 6.8% Raffles Partnership 5,000 .2% 4 (b) C. C. Partnership has sole power to vote 158,177 shares of the Issuer's Common Stock and has sole power to dispose or to direct the disposition of 158,177 shares of the Issuer's Common Stock. The Raffles Partnership has sole power to vote 5,000 shares of the Issuer's Common Stock and has sole power to dispose or to direct the disposition of 5,000 shares of the Issuer's Common Stock. (c) See Appendix 1 annexed hereto. (d) Certain persons have the right to receive dividends from or the proceeds of sale of certain of the shares of the Issuer's Common Stock included in this statement. No such person individually has the right to receive dividends or proceeds relating to shares of the Issuer's Common Stock constituting more than 5% of the class of the Issuer's Common Stock. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. C. C. Partnership may be deemed to have beneficial ownership and control of the shares of the Issuer's Common Stock held by the Raffles Partnership by virtue of the fact that Mr. Paul H. O'Leary, an invetment manager of the C. C. Partnership is also the general partner of the Raffles Partnership. C. C. Partnership disclaims beneficial ownership of the shares of the Issuer's Common Stock held by the Raffles Partnership and the Raffles Partnership disclaims beneficial ownership of the shares of the Issuer's Common Stock held by the C. C. Partnership. Other than as set forth above, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) either amongst themselves or with any other persons with respect to the shares of the Issuer's Common Stock. Item 7. Material to be Filed as Exhibits. None 5 Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 23, 1998 C. C. PARTNERS LTD. By: /s/ R. Cromwell Coulson ----------------------------------- R. Cromwell Coulson, General Parner RAFFLES ASSOCIATES, L.P. By: /s/ Paul H. O'Leary ----------------------------------- Paul H. O'Leary, General Parner 6 APPENDIX 1 TRANSACTIONS IN ALLSTATE FINANCIAL CORPORATION COMMON STOCK WITHIN THE PAST 60 DAYS All transactions were open market purchases or sales and the commissions are included in the price of the shares. 1. C. C. Partnership No. of Trade Shares Price Per Cost of Date Purchased Share Purchases ---- --------- ----- --------- 9/22/98 5,300 $4.02 $ 21,331 9/23/98 4,000 3.84 15,345 10/1/98 25,000 3.29 82,275 10/16/98 1,500 3.02 4,525 11/06/98 8,000 3.02 24,185 11/13/98 20,000 3.02 60,425 2. Raffles Associates, L.P. No. of Trade Shares Price Per Cost of Date Purchased Share Purchases ---- --------- ----- --------- 11/16/98 5,000 $3.02 $ 15,115 -----END PRIVACY-ENHANCED MESSAGE-----