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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ALLIED RESEARCH CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
019483106
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(CUSIP Number)
Thomas J. Rice
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 1998
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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 ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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
disclosure 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).
Exhibit Index: Page 5
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 019483106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lionheart Group, Inc.
13-3790-376
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /X/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 319,388
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 319,388
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
319,388
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
6.7%
14 Type of Reporting Person*
IA
Page 2 of 5 Pages
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This Amendment No. 1 to the original statement of beneficial
ownership on Schedule 13D filed by the Reporting Person on September 9, 1998
has been prepared to report (i) the acquisition by the Reporting Person of
additional shares in the Issuer and (ii) additional information regarding the
Reporting Person's purpose, plans and proposals behind the acquisitions.
Defined terms used herein that are not otherwise defined herein have the
meanings ascribed to them in the Reporting Person's original Schedule 13D
filing.
Item 3. Source and Amount of Funds or Other Consideration
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All of the $577,576 used to make the purchase of the 78,400
additional Shares acquired by the Reporting Person came from the working
capital of the investment funds and managed accounts directed by the Reporting
Person.
Item 4. Purpose of Transaction
----------------------
Item 4 is supplemented with the following information:
The Reporting Person has acquired 78,400 additional Shares (1.65% of
the outstanding) for investment purposes. The Reporting Person has been in
communication with management of the Issuer concerning the direction of the
Issuer. The Reporting Person has made a number of suggestions to the
management of the Issuer, including:
- Conducting (at the management and Board level) a review of
the strategic direction of the Issuer with a view to
adopting and implementing a specific strategic plan to
replace the plan annunciated (but never fully implemented)
in the Issuer's annual report for 1993, such review to
consider acquisition opportunities (particularly in the
U.S.) and possible divestitures (particularly in Europe);
- Considering the possible appointment of the Issuer's
President\Chief Operating Officer to the Board of the Issuer;
and
- Strengthening the Issuer's finance department by adding new or
additional finance executives.
In addition, the Reporting Person has formally requested that the
Issuer appoint Mr. Soukup to the Issuer's Board.
Depending upon market conditions, the availability of financing and
such other circumstances as the Reporting Person deems relevant, the Reporting
Person may acquire additional Shares (in private or open-market transactions)
or sell some or all of its Shares.
Except as discussed in the foregoing three paragraphs, the Reporting
Person has no specific plans or proposals which relate to or would result in
any events, actions or conditions specified in paragraphs (a) through (j) of
the instructions to Item 4 of Schedule 13(D) or any similar action, event or
condition.
Page 3 of 5 Pages
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Item 5. Interest in Securities of the Issuer
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Items 5(a), (b), and (c) are amended as follows:
(a) The Reporting Person may be deemed to beneficially own 319,388 Shares
(which constitute approximately 6.7% of the Issuer).
(b) The Reporting Person has sole voting and dispositive power with
respect to the 319,388 Shares it may be deemed to beneficially own.
(c) Since the date of the filing of the original statement of beneficial
ownership on Schedule 13D, accounts managed by the Reporting Person
purchased on the dates, in the amounts and at the prices set forth on
Exhibit A annexed hereto and incorporated by reference herein. All of
such purchases were made on the open market.
Item 7. Material to be Filed as Exhibits
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Exhibit A: Transactions in Shares of Common Stock since the previous
filing on Schedule 13D.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: October 14, 1998
LIONHEART GROUP, INC.
By: /s/ C. Duncan Soukup
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C. Duncan Soukup, President
Page 4 of 5 Pages
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EXHIBIT A
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Transactions in Shares of Common Stock
Since Previous Schedule 13D Filing
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Date Buy/Sell Total Cost (per
- ---- -------- ----- share, in
dollars)
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09/15/98 Buy 3,200 8.00
09/16/98 Buy 40,200 7.9223
10/08/98 Buy 23,000 6.50
10/12/98 Buy 5,000 7.00
10/13/98 Buy 7,000 7.00
Page 5 of 5 Pages
