<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
PICO PRODUCTS, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
719884108
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(CUSIP number)
WILLIAM L. WALTON, CHAIRMAN
ALLIED CAPITAL ADVISERS, INC.
1666 K STREET, NW, 9TH FLOOR
WASHINGTON, DC 20006
(202) 331-1112
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 21, 1996
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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: [ ]
<PAGE> 2
13D
CUSIP No. 719884108
<TABLE>
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Capital Corporation
SS or IRS identification number(s) of 53-0245085
person(s)
2 Check the appropriate box if a member of a (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 109,104
8 Shared voting power
9 Sole dispositive power 109,104
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 779,313
reporting person
12 Check if the aggregate amount in row 11 [ ]
excludes certain shares (see instructions)
13 Percent of class represented by amount in 15%
row 11
14 Type of reporting person CO,IV
(see instructions)
</TABLE>
<PAGE> 3
13D
CUSIP No. 719884108
<TABLE>
<S> <C> <C>
1 Name(s) of reporting person(s) Allied Investment Corporation
SS or IRS identification number(s) of 52-1081051
person(s)
2 Check the appropriate box if a member of a (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 358,484
8 Shared voting power
9 Sole dispositive power 358,484
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 779,313
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 15%
11
14 Type of reporting person CO,IV
(see instructions)
</TABLE>
<PAGE> 4
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) of 52-1628801
person(s)
2 Check the appropriate box if a member of a (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 85,724
8 Shared voting power
9 Sole dispositive power 85,724
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 779,313
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 15%
11
14 Type of reporting person CO,IV
(see instructions)
</TABLE>
<PAGE> 5
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) of 52-1680801
person(s)
2 Check the appropriate box if a member of a (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 by each 779,313
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 15%
11
14 Type of reporting person CO,IV
(see instructions)
</TABLE>
<PAGE> 6
Item 1. Security and Issuer.
This statement relates to the Common Stock of Pico Products,
Inc., a New York corporation. 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.
The following are the principal occupations of the executive
officers of each Fund and the executive officers of Advisers, all
of whom are employees of Advisers and have their business address
c/o Allied Capital Advisers, Inc., 1666 K Street, NW, 9th Floor,
Washington, DC 20006. Each executive officer listed below is a
citizen of the United States.
WILLIAM L. WALTON, Chairman and Chief Executive Officer of
ACC, AIC, ACCII, AICII and Advisers; President of ACCII and
AICII.
JOAN M. SWEENEY, Executive Vice President of ACC, AIC,
ACCII and AICII; President and Chief Operating Officer of
Advisers.
JON A. DELUCA: Executive Vice President, Chief Financial
Officer and Treasurer of ACC, AIC, ACCII and AICII.
G. CABELL WILLIAMS III, Director, President and Chief
Operating Officer of ACC and AIC; Executive Vice President
of ACCII, AICII and Advisers.
JOHN M. SCHEURER, Executive Vice President of ACC, AIC,
ACCII, AICII and Advisers.
KATHERINE C. MARIEN, Executive Vice President of ACC, AIC,
ACCII, AICII and Advisers.
The following are the principal occupations and addresses of the
directors of each Fund, each of whom is a citizen of the United
States:
DAVID GLADSTONE, 1161 Crest Lane, McLean, Virginia 22101.
Director of ACC, AIC, ACCII, AICII and Advisers.
GEORGE C. WILLIAMS, Financial Consultant, 8229 Burning Tree
Road, Bethesda, MD 20817; Director of ACC, AIC, ACCII,
AICII and Advisers.
<PAGE> 7
JOSEPH A. CLORETY III, President, Clorety & Co., Inc., 2183
Hallmark Drive, Gambrills, MD 21054. Director of ACC and
AIC.
MICHAEL I. GALLIE, Principal, The Millenium Group, 300 M.
Street, SW, Suite 701, Washington, DC 20024. Director of
ACC and AIC.
WARREN K. MONTOURI, President, Warren K, Montouri, Inc.,
2440 Virginia Avenue, NW, Suite D801, Washington, DC 20037.
Director of ACC and AIC.
GUY T. STEUART II, President, Steuart Investment
Corporation, 5454 Wisconsin Avenue, Suite 1600, Chevy
Chase, MD 20815. Director of ACC and AIC.
T. MURRAY TOOMEY, ESQ., Attorney at Law, The Offices of T.
M. Toomey, 4701 Sangamore Road, Bethesda, MD 20816.
Director of ACC and AIC.
LAWRENCE I. HEBERT, Director and President of Perpetual
Corporation, and Vice Chairman and President of Allbritton
Communications Company, 808 17th Street, NW, Suite 300,
Washington, DC 20006. Director of ACCII and AICII.
JOHN D. REILLY, President of Reilly Investment Corporation,
5335 Wisconsin Avenue, NW, Suite 440, Washington, DC 20015.
Director of ACCII and AICII.
SMITH T. WOOD, Director and President of CyberSERV Inc. and
Chairman of Seneca Corporation, 8320 Old Courthouse Road,
McLean, VA 22182. Director of ACCII and AICII.
JOHN D. FIRESTONE, Partner of Secor Group,
1101 30th Street, NW, Suite 303, Washington, DC 20007.
Director of ACCII and AICII.
JOHN I. LEAHY, President of Management and Marketing
Associates, 30 East Padonia Road, Suite 505, Timonium, MD
21093. Director of ACCII and AICII.
The following are the principal occupations and addresses of
Advisers' directors, each of whom is a citizen of the United
States:
SWEP T. DAVIS, President, Tyone Partners LLC, 33
Witherspoon, Suite 200, Princeton, NJ 08542.
BROOKS H. BROWNE, President, Environmental Enterprises
Assistance Fund, 1901 N. Moore Street, Suite 1004,
Arlington, VA 22209.
ROBERT E. LONG, Chairman and Chief Executive Officer,
Business News Network, Inc., 99 Canal Center Plaza, Suite
220, Alexandria, VA 22314.
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.
<PAGE> 8
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund acquired debentures and warrants of the issuer pursuant
to the terms of an Investment Agreement dated November 21, 1996,
by and among the Funds, the issuer and certain affiliates of the
issuer. In consideration of the investment in the aggregate
amount of $5,000,000, the issuer issued debentures in the
aggregate principal amount of $5,000,000, together with warrants
to purchase, in the aggregate, up to 779,313 shares of Common
Stock of the issuer. Each Fund 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 $61,300,000, and (iv)
maintain available credit from the Overseas Private Investment
Corporation in the principal amount of $20,000,000. ACCII and
AICII maintain a revolving line of credit with a bank in the
principal amount of $25,000,000.
Item 4. Purpose of Transaction.
Each Fund 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
779,313 shares (15%) 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, 109,104 shares, (ii) AIC
would have sole power to vote, and sole power to dispose of,
358,454 shares, (iii) ACCII would have sole power to vote, and
sole power to dispose of, 85,724 shares, and (iv) AICII would
have sole power to vote, and sole power to dispose of, 226,001
shares.
(c) On November 21, 1996, pursuant to the Investment Agreement
described in Item 3, the Funds acquired warrants to purchase, in
the aggregate, up to 779,313 shares of Common Stock of the
issuer. The terms of the warrants entitle the Funds to purchase
shares of the Common Stock at a per share price equal to $1.81.
(d) Not applicable.
(e) Not applicable.
<PAGE> 9
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 Investment Agreement (the "Investment 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.
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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: March 6, 1997
ALLIED CAPITAL CORPORATION
By: /s/ G. CABELL WILLIAMS, III
---------------------------------
G. Cabell Williams, III
President and Chief Operating
Officer
ALLIED INVESTMENT CORPORATION
By: /s/ G. CABELL WILLIAMS, III
---------------------------------
G. Cabell Williams, III
President and Chief Operating
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
