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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
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)
August 31, 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 Section 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 Section 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 6
Page 1 of 6 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.
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 240,988
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 240,988
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
240,988
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
5.1%
14 Type of Reporting Person*
IA
Page 2 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of Common Stock, par
value $.01 per share (the "Common Stock"), of Allied Research Corporation, a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 8000 Towers Crescent Drive, Suite 750, Vienna, VA 22182.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by Lionheart Group, Inc., a
Delaware corporation (the "Reporting Person"). The business address of the
Reporting Person is 230 Park Avenue, Suite 516, New York, NY 10169.
The Reporting Person acts as investment adviser to several private
investment funds and managed accounts which are the ultimate beneficial owners
of the shares to which this statement relates. No such client of the Reporting
Person owns 5% or more of the outstanding Common Stock.
The officers of Lionheart Group, Inc. are C. Duncan Soukup, President,
Vice-President, Secretary and Treasurer. The sole director of Lionheart Group,
Inc. is C. Duncan Soukup. C. Duncan Soukup may be deemed to be the controlling
person of the Reporting Person. The business address of C. Duncan Soukup is
230 Park Avenue, Suite 516, New York, NY 10169. The present occupation of C.
Duncan Soukup is President of Lionheart Group, Inc. C. Duncan Soukup is a
citizen of the United Kingdom.
During the last five years, neither the Reporting Person nor C. Duncan
Soukup has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in 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
All of the shares of Common Stock of the Issuer deemed beneficially held
by the Reporting Person, including the shares purchased within the last 60
days as set forth in Exhibit A, were purchased with the working capital of the
investment funds and managed accounts for whose accounts such shares were
purchased.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisitions and dispositions by the Reporting Person
of the shares of Common Stock is for investment at this time, although the
Reporting Person may, in the future, determine to engage in activities
intended to influence the business strategy or management of the Issuer.
Page 3 of 6 Pages
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Except as indicated above, the Reporting Person has no specific plans or
proposals which relate to or would result in any of the events, actions or
conditions specified in paragraphs (a) through (j) of Item 4 of Schedule 13-D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) This statement on Schedule 13D relates to 240,988 shares of Common
Stock deemed beneficially owned by the Reporting Person, which
constitute approximately 5.1% of the issued and outstanding shares of
Common Stock.
(b) The Reporting Person has sole voting and dispositive power with respect
to 240,988 shares of Common Stock.
(c) Within the past sixty days, accounts managed by the Reporting Person
purchased and sold shares of Common Stock 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.
(d) The private investment funds and managed accounts to which the
Reporting Person serves as investment adviser and for whose accounts
the Common Stock is held have the right to receive dividends from or
the proceeds from the sale of the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth above in Item 2, there exist no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any other persons with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any securities, finders' fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Transactions in Shares of Common Stock Within Past 60 Days.
Page 4 of 6 Pages
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SIGNATURE
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: September 8, 1998
LIONHEART GROUP, INC.
By:/s/ C. Duncan Soukup
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C. Duncan Soukup, President
Page 5 of 6 Pages
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EXHIBIT A
Transactions in Shares of Common Stock
Within the Past Sixty Days
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DATE BUY/SELL TOTAL COST
07/21/98 Sell 10,000 10.5000
07/28/98 Sell 700 10.5000
08/04/98 Buy 8,500 9.5221
08/05/98 Buy 5,188 9.0000
08/06/98 Buy 1,500 8.8750
08/10/98 Buy 2,500 8.7000
08/19/98 Buy 5,000 8.4375
08/21/98 Buy 10,000 8.7300
08/31/98 Buy 5,000 7.3500
Page 6 of 6 Pages
