SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
Allstate Financial Corporation
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
020011102
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(CUSIP Number)
Noah Klarish, Esq., Noah Klarish & Assoc.,
P.C., 1 World Trade Ctr., 85th Fl., NY, NY 10048
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 1999
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(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).
<PAGE>
CUSIP No. 020011102 SCHEDULE 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C.C. Partners, 75-2271027
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
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7 SOLE VOTING POWER
19,077 shares exercisable upon conversion of debt
securities.
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 19,077 shares exercisable upon conversion of debt
WITH securities.
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,077 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.001
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 Reporting Person filed an initial Schedule 13D for an event
of November 13, 1998 and an Amendment No. 1 for an event of June 24, 1999 (the
"Prior Schedules"). Except to the extent set forth in this Amendment, the
information in the Prior Schedules remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person beneficially owns less than 5% of any class of
equity securities of the Issuer and is therefore at this time terminating its
reporting obligations under Section 13 (d) of the Securities and Exchange Act of
1934.
Item 4. Purpose of Transaction.
The Reporting Person beneficially owns less than 5% of any class of
equity securities of the Issuer and is therefore at this time terminating its
reporting obligations under Section 13 (d) of the Securities and Exchange Act of
1934.
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 2,324,216 shares outstanding as
reported in the Issuer's Quarterly Report on Form 10-QSB for the quarter ended
March 30, 1999) directly beneficially owned by each Reporting Person is as
follows:
Percentage of
Name Number of Shares Outstanding Shares
- ---- ---------------- ------------------
C. C. Partnership 19,077 .001%
3
<PAGE>
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: September 16, 1999
C. C. PARTNERS LTD.
By: /s/ R. Cromwell Coulson
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R. Cromwell Coulson, General Partner
RAFFLES ASSOCIATES, L.P.
By: /s/ Paul H. O'Leary
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Paul H. O'Leary, General Partner
4
<PAGE>
APPENDIX 1
TRANSACTIONS IN ALLSTATE FINANCIAL CORPORATION
COMMON STOCK WITHIN THE
PAST 60 DAYS
All transactions were open market sales and the commissions are
included in the price of the shares.
C. C. Partnership
No. of
Trade Shares Price Per Proceeds of
Date Sold Share Sale
---- ---- ----- ----
8/31/99 3,000 $1.09 $ 3,269
9/14/99 105,100 $0.50 52,550
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108,100 $55,819
Raffles Partnership
No. of
Trade Shares Price Per Proceeds of
Date Sold Share Sale
---- ---- ----- ----
8/26/99 4,500 $1.09 $ 4,905
9/14/99 500 $0.50 250
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5,000 $ 5,155
5
