SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
AMENDMENT NO. 2
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
Pico Products, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
719884108
(CUSIP number)
William L. Walton, Chairman
Allied Capital Advisers, Inc.
1666 K Street, NW, 9th Floor
Washington, DC 20006
(202) 331-1112
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 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>
<TABLE>
<CAPTION>
13D
CUSIP No. 719884108
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Capital Corporation
SS or IRS identification number(s) of person(s) 53-0245085
2 Check the appropriate box if a member of a group (a) [ ]
(see instructions) (b) [X]
3 SEC USE ONLY
4 Source of funds (see instructions) WC, OO
5 Check if disclosure of legal proceedings is [ ]
required pursuant to Item 2(d) or 2(e)
6 Citizenship or place of organization Maryland
Number of shares beneficially owned by each reporting person with:
7 Sole voting power 367,701
8 Shared voting power 0
9 Sole dispositive power 367,701
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 1,954,754
reporting person
12 Check if the aggregate amount in row 11 excludes [ ]
certain shares (see instructions)
13 Percent of class represented by amount in row 11 31.1%
14 Type of reporting person CO, IV
(see instructions)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
13D
CUSIP No. 719884108
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Investment Corporation
SS or IRS identification number(s) of person(s) 52-1081051
2 Check the appropriate box if a member of a group (a) [ ]
(see instructions) (b) [X]
3 SEC USE ONLY
4 Source of funds (see instructions) WC, OO
5 Check if disclosure of legal proceedings is [ ]
required pursuant to Item 2(d) or 2(e)
6 Citizenship or place of organization Maryland
Number of shares beneficially owned by each reporting person with:
7 Sole voting power 805,152
8 Shared voting power 0
9 Sole dispositive power 805,152
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 1,954,754
reporting person
12 Check if the aggregate amount in row 11 excludes [ ]
certain shares (see instructions)
13 Percent of class represented by amount in row 11 31.1%
14 Type of reporting person CO, IV
(see instructions)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
13D
CUSIP No. 719884108
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Capital Corporation II
SS or IRS identification number(s) of person(s) 52-1628801
2 Check the appropriate box if a member of a group (a) [ ]
(see instructions) (b) [X]
3 SEC USE ONLY
4 Source of funds (see instructions) WC
5 Check if disclosure of legal proceedings is [ ]
required pursuant to Item 2(d) or 2(e)
6 Citizenship or place of organization Maryland
Number of shares beneficially owned by each reporting person with:
7 Sole voting power 555,900
8 Shared voting power 0
9 Sole dispositive power 555,900
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 1,954,754
reporting person
12 Check if the aggregate amount in row 11 excludes [ ]
certain shares (see instructions)
13 Percent of class represented by amount in row 11 31.1%
14 Type of reporting person CO, IV
(see instructions)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
13D
CUSIP No. 719884108
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Investment Corporation II
SS or IRS identification number(s) of person(s) 52-1680801
2 Check the appropriate box if a member of a group (a) [ ]
(see instructions) (b) [X]
3 SEC USE ONLY
4 Source of funds (see instructions) WC
5 Check if disclosure of legal proceedings is [ ]
required pursuant to Item 2(d) or 2(e)
6 Citizenship or place of organization Maryland
Number of shares beneficially owned by each reporting person with:
7 Sole voting power 226,001
8 Shared voting power 0
9 Sole dispositive power 226,001
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 1,954,754
reporting person
12 Check if the aggregate amount in row 11 excludes [ ]
certain shares (see instructions)
13 Percent of class represented by amount in row 11 31.1%
14 Type of reporting person CO, IV
(see instructions)
</TABLE>
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock of Pico Products,
Inc., a New York corporation (the "Issuer"). The Issuer's
executive offices are located at 12500 Foothill Boulevard,
Lakeview Terrace, California 91342.
Item 2. Identity and Background.
Each of Allied Capital Corporation ("ACC"), Allied Investment
Corporation ("AIC"), Allied Capital Corporation II ("ACCII") and
Allied Investment Corporation II, ("AICII") is a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). ACC, AIC, ACCII
and AICII are collectively referred to herein as the "Funds". ACC
and ACCII have each elected to be regulated as a business
development company under the 1940 Act. AIC and AICII are
wholly-owned subsidiaries of ACC and ACCII, respectively. Each of
the Funds is organized as a Maryland corporation and has its
principal place of business located at Allied Capital Advisers,
Inc. ("Advisers"), at 1666 K Street, NW, 9th Floor, Washington,
DC 20006.
Advisers serves as investment adviser to each of the Funds.
During the last five years, neither any of the Funds, Advisers,
nor any of their respective executive officers or directors, (i)
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) has been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to 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 3. Source and Amount of Funds or Other Consideration.
ACC, AIC, ACCII (collectively, the "Purchasers") acquired
debentures and warrants of the Issuer pursuant to the terms of an
Investment Agreement dated September 12, 1997, by and among the
Purchasers, the Issuer and certain affiliates of the Issuer (the
"Investment Agreement"). In consideration of the investment in
the aggregate amount of $985,000, the Issuer issued debentures in
the aggregate principal amount of $985,000, together with
warrants to purchase in the aggregate up to 860,441 shares of
Common Stock of the Issuer. Each Purchaser invested monies
available from its working capital cash position of its
portfolio.
Pursuant to a Stock Purchase Agreement by and among the
Purchasers and The Sinkler Corporation dated September 12, 1997
(the "Stock Purchase Agreement"), the Purchasers sold to The
Sinkler Corporation 35,000 shares of the Issuer's Common Stock
for an aggregate consideration of $10,000.
Although no Funds borrowed funds specifically to finance this
particular transaction, for the general purpose of financing
investments, ACC and AIC (i) maintain a revolving line of credit
with a bank in the principal amount of $10,000,000, (ii) have
issued and sold senior notes to an insurance company in the
aggregate principal amount of $20,000,000, (iii) have issued and
sold subordinated debentures to the Small Business Administration
in the aggregate principal amount of $41,350,000, and (iv)
maintain available credit from the Overseas Private Investment
Corporation in the principal amount of $20,000,000. ACCII
maintains a revolving line of credit with a bank in the principal
amount of $25,000,000.
Item 4. Purpose of Transaction.
Each Purchaser acquired the securities of the Issuer in the
ordinary course of its business seeking to achieve its investment
objectives and in accordance with its investment policies and
restrictions, as determined by Advisers. No Fund has any plan or
proposal which relates to or would result in any action described
in (a) through (j) of this item 4.
Item 5. Interest in Securities of the Issuer.
(a) In the aggregate, the Funds have the right to acquire up to
1,954,754 shares (31.1%) of the Common Stock of the Issuer. Each
Fund is deemed to beneficially own all of the securities.
(b) Upon exercise of the warrants, (i) ACC would have sole power
to vote, and sole power to dispose of, 367,701 shares, (ii) AIC
would have sole power to vote, and sole power to dispose of,
805,152 shares, (iii) ACCII would have sole power to vote, and
sole power to dispose of, 555,900 shares, and (iv) AICII would
have sole power to vote, and sole power to dispose of, 226,001
shares.
(c) On September 12, 1997, the Purchasers acquired from the
Issuer for an aggregate consideration of $985,000, debentures in
the aggregate principal amount of $985,000 together with warrants
to purchase in the aggregate up to 860,441 shares of Common Stock
of the Issuer.
On September 12, 1997, the Purchasers sold to The Sinkler
Corporation 35,000 shares of the Issuer's Common Stock for an
aggregate consideration of $10,000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Securities and Exchange Commission has granted certain
exemptive orders under the 1940 Act (the "Exemptive Orders") to
the Funds, permitting co-investments-investments in accordance
with the conditions stated therein.
The terms of this particular investment as well as the terms of
the sale of Common Stock are fully described in the Investment
Agreement and Stock Purchase Agreement, respectively, referred to
herein at Item 3.
Item 7. Material to be Filed as Exhibits.
A. SEC Investment Company Act Release No. IC-13330, dated
June 15, 1983, is hereby incorporated by reference to SEC File
No. 812-5528.
B. SEC Investment Company Act Release No. IC-17155, dated
September 26, 1989, is hereby incorporated by reference to SEC
File No. 812-7274.
C. SEC Investment Company Act Release No. IC-16468, dated
July 5, 1988, is hereby incorporated by reference to SEC File No.
812-6922.
D. SEC Investment Company Act Release No. IC-17492, dated
May 16, 1990, is hereby incorporated by reference to SEC File No.
812-7434.
<PAGE>
Signatures
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth in
this amendment is true, complete and correct.
Dated: October 15, 1997
ALLIED CAPITAL CORPORATION
By: /s/William L. Walton
------------------------
William L. Walton
President and Chief Executive Officer
ALLIED INVESTMENT CORPORATION
By: /s/William L. Walton
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William L. Walton
President and Chief Executive Officer
ALLIED CAPITAL CORPORATION II
By: /s/William L. Walton
------------------------
William L. Walton
President and Chief Executive Officer
ALLIED INVESTMENT CORPORATION II
By: /s/William L. Walton
------------------------
William L. Walton
President and Chief Executive Officer
