UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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., 85fl., NY, NY 10048
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 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>
SCHEDULE 13D
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CUSIP No. 020011102 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
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7 SOLE VOTING POWER
135,677 shares (includes 5,000 shares held of record by
Raffles Associates, L.P. and 19,077 shares exercisable
upon conversion of debt securites).
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 135,677 shares (includes 5,000 shares held of record by
WITH Raffles Associates, L.P. and 19,077 shares exercisable
upon conversion of debt securites).
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,677 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)
5.8%
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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 (the "Initial Schedule"). Except to the extent set forth in
this Amendment, the information in the Initial Schedule remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
C. C. Partnership directly owns 130,677 shares of the Issuer's
Common Stock (including 19,077 shares issuable upon the conversion of presently
convertible debt securities) for which it paid $665,177 from its working
capital. The Raffles Partnership directly owns 5,000 shares of the Issuer's
Common Stock for which it paid $15,115 from its working capital.
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 130,677 5.6%
Raffles Partnership 5,000 .2%
3
<PAGE>
(b) C. C. Partnership has sole power to vote 130,677 shares of the
Issuer's Common Stock and has sole power to dispose or to direct the disposition
of 130,677 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 I annexed hereto.
4
<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: July 23, 1999
C. C. PARTNERS LTD.
By: /s/ R. Cromwell Coulson
----------------------------------------
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
5
<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
---- ---- ----- ----
5/27/99 5,000 $6.44 $32,200
6/23/99 15,000 $2.51 37,650
6/24/99 7,500 $2.43 18,225
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27,500 $88,075
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