SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D
AMENDMENT NO. 1
---------------------------
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)
July 1, 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>
13D
CUSIP No. 719884108
<TABLE>
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Capital Corporation
SS or IRS identification number(s) 53-0245085
of person(s)
2 Check the appropriate box if a member (a) [ ]
of a group (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
</TABLE>
Number of shares beneficially owned by each reporting person with:
<TABLE>
<S> <C> <C>
7 Sole voting power 186,104
8 Shared voting power
9 Sole dispositive power 186,104
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by 1,129,313
each reporting person
12 Check if the aggregate amount in row 11 [ ]
excludes certain shares (see instructions)
13 Percent of class represented by amount 21.7%
in row 11
14 Type of reporting person CO, IV
(see instructions)
</TABLE>
<PAGE>
13D
CUSIP No. 719884108
<TABLE>
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Investment Corporation
SS or IRS identification number(s) 52-1081051
of person(s)
2 Check the appropriate box if a member (a) [ ]
of a group (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 491,484
8 Shared voting power
9 Sole dispositive power 491,484
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by 1,129,313
each reporting person
12 Check if the aggregate amount in row 11 [ ]
excludes certain shares (see instructions)
13 Percent of class represented by amount 21.7%
in row 11
14 Type of reporting person CO, IV
(see instructions)
</TABLE>
<PAGE>
13D
CUSIP No. 719884108
<TABLE>
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Capital Corporation II
SS or IRS identification number(s) 52-1628801
of person(s)
2 Check the appropriate box if a (a) [ ]
member of a group (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 225,724
8 Shared voting power
9 Sole dispositive power 225,724
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by 1,129,313
each reporting person
12 Check if the aggregate amount in row 11 [ ]
excludes certain shares (see instructions)
13 Percent of class represented by amount 21.7%
in row 11
14 Type of reporting person CO, IV
(see instructions)
</TABLE>
<PAGE>
13D
CUSIP No. 719884108
<TABLE>
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Investment Corporation II
SS or IRS identification number(s) 52-1680801
of person(s)
2 Check the appropriate box if a member (a) [ ]
of a group (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
9 Sole dispositive power 226,001
10 Shared dispositive power 0
11 Aggregate amount beneficially owned 1,129,313
by each reporting person
12 Check if the aggregate amount in row [ ]
11 excludes certain shares (see
instructions)
13 Percent of class represented by amount 21.7%
in row 11
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.
Pursuant to the terms of a Stock Purchase Agreement dated June 30,
1997, ACC, AIC, ACCII (collectively, the "Purchasers") acquired from
Scimitar Development Capital Fund and Scimitar Development Capital "B"
Fund for an aggregate consideration of $250,000, 350,000 shares of the
Issuer's Common Stock, at $0.29 per share, together with the rights
under Subordinated Notes in the aggregate principal amount of $500,000
on which an aggregate principal amount of $150,000 remains unpaid.
Each Purchaser invested monies available from its working capital cash
position of its portfolio.
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.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) In the aggregate, the Funds have the right to acquire up to
1,129,313 shares (21.7%) 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, 186,104 shares, (ii) AIC would
have sole power to vote, and sole power to dispose of, 491,484
shares, (iii) ACCII would have sole power to vote, and sole power
to dispose of, 225,724 shares, and (iv) AICII would have sole
power to vote, and sole power to dispose of, 226,001 shares.
(c) On July 1, 1997, the Purchasers acquired from certain shareholders
of the Issuer for an aggregate consideration of $250,000, 350,000
shares of the Issuer's Common Stock, at $0.29 per share, together
with the rights under Subordinated Notes in the aggregate
principal amount of $500,000 on which an aggregate principal
amount of $150,000 remains unpaid.
(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 in accordance with the conditions
stated therein.
The terms of this particular investment are fully described in the
Stock Purchase Agreement 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: July 17, 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
-------------------------------------
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
