SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
AMENDMENT NO. 3
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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 Corporation
1919 Pennsylvania Avenue, N.W.
Washington, D.C.20006
(202) 331-1112
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 4, 1998
(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)SS or IRS Allied Capital Corporation
identification number(s) of person(s) 52-1081052
2 Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3 SEC USE ONLY
4 Source of funds 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 507,888
8 Shared voting power 0
9 Sole dispositive power 507,888
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 1,102,714
reporting person
12 Check if the aggregate amount in row 11 excludes [ ]
certain shares
13 Percent of class represented by amount in row 11 21.7%
14 Type of reporting person CO, IV
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
13D
CUSIP No. 719884108
<S> <C> <C>
1 Name(s) of reporting person(s)SS or IRS Allied Investment Corporation
identification number(s) of person(s) 52-1278855
2 Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3 SEC USE ONLY
4 Source of funds 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 594,826
8 Shared voting power 0
9 Sole dispositive power 594,826
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 1,102,714
reporting person
12 Check if the aggregate amount in row 11 excludes [ ]
certain shares
13 Percent of class represented by amount in row 11 21.7%
14 Type of reporting person CO, IV
</TABLE>
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<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 "Allied" In
December, 1997, ACCII was merged into ACC, and AICII was merged
into AIC. All Senior Subordinated Debentures, Common Stock,
Warrants and Warrants Subject to Call of the Issuer previously
held by ACCII are now held by ACC and all Senior Subordinated
Debentures, Common Stock, Warrants and Warrants Subject to Call
of the Issuer previously held by AICII are now held by AIC.
ACC has elected to be regulated as a business development company
under the 1940 Act. AIC is a wholly-owned subsidiary of ACC. ACC
and AIC are both organized as Maryland corporations and have
their principal place of business located at 1919 Pennsylvania
Avenue, N.W., 3rd Floor, Washington, D.C. 20006.
During the last five years, neither ACC, AIC, 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 Participation Agreement dated November
5, 1997, by and among Allied, the Issuer, certain affiliates of
the Issuer and certain individuals named therein, and a
Participation Agreement dated March 24, 1998 by and among Allied,
the Issuer, certain affiliates of the Issuer and certain
individual named therein, Allied sold to certain members of
management of the Issuer an aggregate of 107,000 shares of the
Issuer's Common Stock, 349,130 Warrants and 91,714 Warrants
Subject to Call.
On September 4, 1998, Pico repaid Allied $1.39 million of Senior
Subordinated Debentures. In return, Allied is obligated to return
to Pico an aggregate of 304,196 Warrants.
Item 4. Purpose of Transaction.
Neither ACC nor AIC has no plan or proposal which relates to or
would result in any action described in (a) through (j) of this
Item 4.
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<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) In the aggregate, the ACC and AIC have the right to acquire
up to 1,102,714 shares (21.7%) of the Common Stock of the Issuer.
(b) Upon exercise of the warrants, ACC would have sole power to
vote, and sole power to dispose of 507,888 shares of Common Stock
of the Issuer, and AIC would have the sole power to vote, and
sole power to dispose of 594,826 shares.
(c) See Item 3.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
SEC Investment Company Act Release No. IC-22941, dated December
16, 1997 is hereby incorporated by reference to SEC File No.
812-10870.
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<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 22, 1998
ALLIED CAPITAL CORPORATION
By: /s/ William L. Walton
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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
