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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 7
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Allstate Financial Corporation
(Name of Issuer)
Common Stock, No par value
(Title of Class of Securities)
02001110
(CUSIP Number)
David P. Levin
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 11, 1995
(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:
Check the following box if a fee is being paid with this
statement:
Page 1 of 12 pages
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SCHEDULE 13D
CUSIP No. 02001110 Page 2 of 12 Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOGGIN CAPITAL MANAGEMENT, L.P.
________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) /_/
(b) SEE ITEM 5
________________________________________________________________
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
405,500 (See Item 5)
NUMBER _______________________________________________
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY _______________________________________________
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 405,500 (See Item 5)
REPORTING _______________________________________________
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,500 (See Item 5)
________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.07% (See Item 5)
________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
________________________________________________________________
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SCHEDULE 13D
CUSIP No. 02001110 Page 3 of 12 Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SELIG PARTNERS, L.P.
________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) /_/
(b) SEE ITEM 5
________________________________________________________________
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
41,700 (See Item 5)
NUMBER _______________________________________________
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY _______________________________________________
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 41,700 (See Item 5)
REPORTING _______________________________________________
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,700 (See Item 5)
________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (See Item 5)
________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
________________________________________________________________
PAGE
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Amendment No. 7 to Schedule 13D
This Statement amends and restates, pursuant to Rule
101(a)(2)(ii) of Regulation S-T under the Securities Exchange
Act of 1934, as amended, concerning the first electronic
amendments to a paper format Schedule 13D, the Schedule 13D,
dated April 6, 1994, as amended by Amendment No. 1, dated May 20,
1994, Amendment No. 2, dated December 15, 1994, Amendment No. 3,
dated December 21, 1994, Amendment No. 4, dated December 28,
1994, Amendment No. 5, dated January 31, 1995 and Amendment No.
6, dated February 9, 1995 (the "Schedule 13D"), filed by Scoggin
Capital Management, L.P. and Selig Partners, L.P. (the "Reporting
Persons"), with respect to the Common Stock, no par value (the
"Common Stock"), of Allstate Financial Corporation, a Virginia
corporation (the "Company"). Notwithstanding this Amendment No.
7, the Schedule 13D speaks as of its respective dates.
I. Item 1 of the Schedule 13D, "Security and Issuer," is hereby
restated in its entirety as follows:
"This Statement on Schedule 13D (the 'Statement')
relates to the Common Stock, no par value (the 'Common Stock'),
of Allstate Financial Corporation, a Virginia corporation (the
'Company'). The principal executive offices of the Company are
located at 2700 S. Quincy Street, Arlington, Virginia 22206."
II. Item 2 of the Schedule 13D, "Identity and Background," is
hereby restated in its entirety as follows:
"(a)-(c) The names and addresses of the persons jointly
filing this statement are:
Scoggin Capital Management, L.P.
790 Madison Avenue
Suite 708
New York, New York 10021
Selig Partners, L.P.
790 Madison Avenue
Suite 708
New York, New York 10021
Such persons are referred to herein as the 'Reporting Persons'."
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A. Scoggin Capital Management, L.P.
Scoggin Capital Management, L.P. ("Scoggin") is a
limited partnership organized under the laws of the state of
Delaware and is principally engaged in the business of investing
in securities.
The general partner of Scoggin is S&E Partners L.P.
('S&E Partners'), a limited partnership organized under the laws
of the state of Delaware. Scoggin Inc., a corporation organized
under the laws of the state of Delaware, is sole general partner
of S&E Partners.
Each of S&E Partners and Scoggin Inc. is engaged in the
business engaged in by Scoggin, and the address of each is:
790 Madison Avenue
Suite 708
New York, New York 10021
Attached as Schedule I is information concerning the executive
officers, directors and shareholders of Scoggin Inc.
B. Selig Partners
Selig Partners, L.P. ("Selig") is a limited partnership
organized under the laws of the state of Delaware and is
principally engaged in the business of investing in securities.
The general partner of Selig is Timothy S. Mullen.
Mr. Mullen is an investment analyst and is also engaged
in the business engaged in by Selig. His business address is:
790 Madison Avenue
Suite 708
New York, New York 10021
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the other persons identified in this Item 2, has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or 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.
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(f) Each natural person identified in this Item 2 is a
citizen of the United States."
III. Item 3 of the Schedule 13D, "Source and
Amount of Funds or Other Consideration," is
amended and restated in its entirety as
follows:
"The cost of the shares of Common Stock reported owned
by Scoggin and Selig was funded out of each such entity's working
capital which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business. In the
case of Scoggin, the total cost of the reported shares was
$2,374,513. In the case of Selig, the total cost of the reported
shares was $233,377."
IV. Item 4 of the Schedule 13D, "Purpose of the Transaction," is
hereby amended and restated in its entirety as follows:
"The Reporting Persons have determined that they will
solicit proxies to elect a slate of nominees in opposition to
management's nominees at the Company's 1995 annual meeting and
will soon file preliminary proxy materials with the Commission.
As previously disclosed, in May 1994, representatives
of the Reporting Persons met with the Company to discuss concerns
regarding the market value of the Common Stock. On May 20, 1994,
the Reporting Persons sent the Company the letter annexed as
Exhibit 2 to Amendment No. 1 to the Schedule 13D, which is
incorporated herein by reference. As a result of management's
failure to be responsive to the suggestions contained in the
letter, and in light of events described in the Company's
February 8, 1995 press release, the Reporting Persons began to
seriously consider seeking the election of their nominees to the
Board of Directors at the Company's 1995 annual meeting.
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In May 1995, the Reporting Persons held discussions
with management concerning board representation for nominees of
the Reporting Persons. The Company and the Reporting Persons
could not reach agreement concerning such representation. As a
result, the Reporting Persons determined that they will
solicit proxies to elect a slate of nominees in opposition to
management's nominees at the Company's 1995 annual meeting.
As previously disclosed, the Reporting Persons believe
that the Company must endeavor to maximize shareholder value. In
this regard, the Reporting Persons have had discussions with
management about the possible sale of the Company to a third
party and have had discussions with two persons who have
expressed a potential interest in purchasing all or a portion of
the Company. The Reporting Persons have also contacted other
shareholders of the Company to discuss their views with respect
to the prospects of the Company and the maximization of
shareholder value.
Each of the Reporting Persons may acquire additional
shares of Common Stock or other securities of the Company or sell
or otherwise dispose of any or all of the shares of Common Stock
or other securities of the Company beneficially owned by it.
Each of the Reporting Persons may take any other action with
respect to the Company or any of its debt or equity securities in
any manner permitted by law.
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D."
V. Item 5(a)-(c) of the Schedule 13D, "Interest in Securities
of the Issuer," is amended and restated as follows:
"A. Scoggin Capital Management, L.P.
(a) Scoggin beneficially owns an aggregate of 405,500
shares of Common Stock, representing approximately 13.07% of
Common Stock outstanding.(1)
(1) Based upon 3,102,328 shares of Common Stock reported by the
Company to be outstanding as of March 20, 1995 in its
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994.
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(b) Subject to the following two sentences, Scoggin
has sole power to vote and dispose of Common Stock beneficially
owned by it. By reason of its position as general partner of
Scoggin, S&E Partners may be deemed to possess the power to vote
and dispose of the shares of Common Stock beneficially owned by
Scoggin. By reason of its position as general partner of S&E,
Scoggin Inc. may be deemed to possess the power to vote and
dispose of the shares of Common Stock beneficially owned by
Scoggin and S&E Partners.
(c) None.
B. Selig Partners, L.P.
(a) Selig beneficially owns an aggregate of 41,700
shares of Common Stock, representing approximately 1.3% of the
shares of Common Stock outstanding.(2)
(b) Subject to the following sentence, Selig has sole
power to vote and dispose of Common Stock beneficially owned by
it. By reason of his position as general partner of Selig,
Timothy S. Mullen may be deemed to possess the power to vote and
dispose of Common Stock beneficially owned by Selig.
(c) None.
The Reporting Persons intend to consult with each other
from time to time and exchange information concerning the Company
and their respective investments in the Common Stock, and as such
may be deemed to constitute a "group" within the meaning of Rule
13d-5(b) under the Securities Exchange Act of 1934, as amended.
The Reporting Persons have not agreed to act together for the
purpose of acquiring, holding, voting or disposing of the Common
Stock. The Reporting Persons do not concede that they constitute
such a group."
(2) Based upon 3,102,328 shares of Common Stock reported by the
Company to be outstanding as of March 20, 1995 in its
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994.
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VI. Item 6 of the Schedule 13D, "Contracts, Arrangements,
Understandings or Relationships with Respect to Securities
of the Issuer," is hereby restated in its entirety as
follows:
"None."
VII. Item 7 of the Schedule 13D, "Material to be Filed as
Exhibits," is hereby restated in its entirety as follows:
"Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-
f promulgated under the Securities Exchange Act of
1934, as amended.
"Exhibit 2 Letter dated May 20, 1994, from Scoggin Capital
Management, L.P. and Selig Partners, L.P. to the
Company."
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SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: May 12, 1995
SCOGGIN CAPITAL MANAGEMENT, L.P.
By: Craig Effron, President of
Scoggin Inc., the general partner of S&E
Partners L.P., the general partner of
Scoggin Capital Management, L.P.
/s/ Craig Effron
Name: Craig Effron
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SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: May 12, 1995
SELIG PARTNERS, L.P.
By: Timothy S. Mullen, the sole general
partner of Selig Partners, L.P.
/s/ Timothy S. Mullen
Name: Timothy S. Mullen
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
SCOGGIN INC.
The name and present principal occupation or employment
of each of the executive officers and directors of Scoggin Inc.
is set forth below. The business address of each such person is
c/o Scoggin Capital Management, L.P., 790 Madison Avenue, Suite
708, New York, New York 10021.
Name and Present Principal
Positions Held Occupation or Employment
Craig Effron President of Scoggin Inc.
President and
Director
Curtis Schenker Treasurer of Scoggin Inc.
Treasurer and
Director
Messrs. Effron and Schenker each own 50% of the capital
stock of Scoggin Inc.
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