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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ALLSTATE FINANCIAL CORP., INC.
(Name of Issuer)
COMMON STOCK, no par value
(Title of Class of Securities)
020011102
(CUSIP Number)
Corporate Secretary, 2700 S. Quincy St. Ste. 540, Arlington, VA 22206
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 4, 2000
(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 the statement .
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 disclosures 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).
SCHEDULE 13D
CUSIP NO. 812070100 PAGE 2 of 8
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter P. Carucci - Soc. Sec. ####-##-####
Carucci Family Partners - IRS ID# 11-3146675
Carr Securities Corp. - IRS ID# 11-2003950
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Walter P. Carucci - PF, Carucci Family Partners - WC, Carr
Securities Corp. - 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
Walter P. Carucci - US Citizen, Carucci Family Partners - New York,
Carr Securities Corp. - New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Walter P. Carucci - 80,000
OWNED BY EACH Carucci Family Partners - 45,800
REPORTING Carr Securities Corp. - 2,464
PERSON 8 SHARED VOTING POWER
WITH 0
9 SOLE DISPOSITIVE POWER
Walter P. Carucci - 80,000
Carucci Family Partners - 45,800
Carr Securities Corp. - 2,464
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Walter P. Carucci - 128,264
Carucci Family Partners - 45,800
Carr Securities Corp. - 2,464
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Walter P. Carucci - 5.52%
Carucci Family Partners - 1.97%
Carr Securities Corp. - .11%
14 TYPE OF REPORTING PERSON*
Walter P. Carucci - IN, Carucci Family Partners - PN, Carr
Securities Corp. -
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
This statement relates to the Common Stock, no par value of
Allstate Financial Corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 2700 S. Quincy Street,
Suite 540, Arlington, Virginia 22206.
Item 2. Identity and Background
This statement is being filed on behalf of Walter P. Carucci,
Carucci Family Partners, a New York general partnership and Carr
Securities Corp., a New York corporation. The general partners of
Carucci Family Partners are Walter Carucci, Clara Carucci and Mitchell
Carucci. Walter Carucci has been granted sole and exclusive authority
to purchase, sell and vote all securities and prepare and sign all
documents as set forth by the exhibited powers of attorney. Carr
Securities Corp. is owned 51% by Clara Carucci and 49% by Walter
Carucci.
Walter Carucci's business address is Carr Securities Corp., One
Penn Plaza, New York, NY 10119-0002. Walter Carucci's principal
occupation is President of Carr Securities Corp. During the last five
years, Walter Carucci has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the
last five years, Walter Carucci was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction .
Walter Carucci is a citizen of the United States.
Carucci Family Partners is a New York general partnership located
at c/o Carr Securities Corp., One Penn Plaza, New York, NY 10119-0002.
The principal business of Carucci Family Partners is investments.
During the last five years, Carucci Family Partners was not convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, Carucci Family Partners
was not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction.
Clara Carucci's residence address is 33 Lighthouse Road, Great
Neck, NY 11024. Clara Carucci has no principal occupation. During
the last five years, Clara Carucci has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Clara Carucci was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction . Clara Carucci is a citizen of the United States.
Mitchell Carucci's residence address is 33 Lighthouse Road, Great
Neck, NY 11024. Mitchell Carucci's principal occupation is
photographer. During the last five years, Mitchell Carucci has not
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). During the last five years, Mitchell
Carucci was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction . Mitchell Carucci is a
citizen of the United States.
Carr Securities Corp. is a New York corporation located at One
Penn Plaza, New York, NY 10119-0002. The principal business of Carr
Securities Corp. is trading. During the last five years Carr
Securities Corp. was not convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five
years, Carr Securities Corp. was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction.
Item 3. Source and Amount of Funds or Other Consideration
The common stock referred to herein was obtained in open market
purchases. Funds used by Carr Securities Corp. were from working
capital.
Item 4. Purpose of Transaction
The effect of the transaction described in Item 5 herein is to
cause the beneficial ownership by Walter P. Carucci to increase above
5%. The shares of common stock referred to herein have been acquired
for investment purposes. Neither Walter Carucci, Carucci Family
Partners nor Carr Securities Corp. has any present intention to take
any action with respect to the matters listed in (b) through (j) of
Item 4. Walter Carucci and/or Carucci Family Partners and/or Carr
Securities Corp. intend to exercise their rights as shareholders to
vote for or against any matter in accordance with their best interests.
Item 5. Interest in Securities of the Issuer
(a) Walter Carucci may be deemed to be the beneficial owner of an
aggregate of 128,264 shares of Common Stock. Carucci Family
Partners
beneficially owns 45,800 shares of Common Stock. Carr Securities
Corp.
beneficially owns 2,264 shares of Common Stock. According to the
Issuer's Form 10-QSB dated May 15, 2000, as of May 10, 2000, the
Issuer
had a total of 2,324,616 shares of Common Stock outstanding.
Accordingly, (i) Walter Carucci may be deemed to be the beneficial
owner of 5.52% of the total shares of Common Stock outstanding, (ii)
Carucci Family Partners beneficially owns 1.97% of the total shares
of
Common Stock outstanding and (iii) Carr Securities Corp.
beneficially
owns .11% of the total shares of Common Stock outstanding. Clara
Carucci and Mitchell Carucci are not the beneficial owners of any
shares of Common Stock of the Issuer.
(b) Walter Carucci Family Carr Securities
Clara Mitchell
Carucci Partners Corp.
Carucci Carucci
Sole Power
to vote/
direct vote 80,000 45,800 2,464
0 0
Shared Power
to vote/
direct vote 0 0 0 0
0
Sole Power
to dispose/
direct
disposition 80,000 45,800 2,464
0 0
Shared Power
to dispose/
direct
disposition 0 0 0 0
0
(c) During the past sixty days the following transactions in the
shares of Common Stock of the Issuer were effected:
June 6, 2000: Carr Securities sold 3,000 shares at $1.0313
on the open market.
June 6, 2000: Carr Securities sold 2,500 shares at $1.0313
on the open market.
June 6, 2000: Carr Securities sold 2,500 shares at $.875 on
the open market.
June 6, 2000: Carr Securities sold 2,500 shares at $.75 on
the open market.
June 6, 2000: Carr Securities sold 2,500 shares at $.5625 on
the open market.
June 6, 2000: Carr Securities bought 18,200 shares at $.79
on the open market.
June 6, 2000: Carr Securities bought 3,000 shares at $.79 on
the open market.
June 6, 2000: Carucci Family Partners sold 18,200 shares at
$.79 on the open market.
June 20, 2000: Carr Securities bought 2,500 shares at $.51
on the open market.
July 3, 2000: Carucci Family Partners sold 2,500 shares at
$.625 on the open market.
August 1, 2000: Carucci Family Partners bought 2,900 shares
at $.5625 on the open market.
August 2, 2000: Carucci Family Partners bought 1,000 shares
at $.5725 on the open market.
August 2, 2000: Carucci Family Partners bought 6,100 shares
at $.45 on the open market.
August 2, 2000: Carr Securities sold 1,000 shares at $.5725
on the open market.
August 2, 2000: Carr Securities bought 1,000 shares at
$.5625 on the open market.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Clara Carucci and Mitchell Carucci have transferred to Walter
Carucci the power to vote and dispose of any stock of the Issuer held
by them.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Power of Attorney of Clara Carucci.
Exhibit 2. Power of Attorney of Mitchell Carucci.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and be
lief, I certify that the information set forth in this statement is
true, complete and correct.
/s/ Walter P. Carucci
Walter P. Carucci
CARUCCI FAMILY PARTNERS
By: /s/ Walter P. Carucci
Walter P. Carucci
General Partner
CARR SECURITIES CORP.
By: /s/ Walter P. Carucci
Walter P. Carucci
President
Dated: August 8, 2000
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, I, Clara Carucci, a general
partner of Carucci Family Partners ("CFP"), residing at 33 Lighthouse
Rd., Great Neck, New York 11024, hereby appoint Walter Carucci, 17
Battery Place, New York, NY 10004, as my Attorney-in-Fact, to act in my
capacity as partner of CFP and for my benefit and for the benefit of
CFP and on behalf of CFP with sole and exclusive authority to do the
following:
-- To purchase or sell any security on behalf of Carucci Family
Partners.
-- To vote any securities now or hereafter held by Carucci Family
Partners.
-- To prepare and sign all documents required by federal and
state securities laws and by the Securities and Exchange Commission
with respect to the holdings of Carucci Family Partners.
I hereby grant to my Attorney-in-Fact full right, power, and
authority to do every act, deed, and thing requisite, necessary or
advisable to be done concerning the above powers, as fully, to all
intents and purposes, as I might or could do if personally present and
acting, with full power of substitution and revocation, hereby
ratifying and confirming all that said Attorney-in-Fact or substitute
shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall become effective immediately, and
shall not be affected by my disability or lack of mental competence,
and shall continue effective until my death; provided, however, that
this Power may be revoked by me as to my Attorney-in-Fact at any time
by written notice to my Attorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of March 1, 1994.
/s/
Clara Carucci
Clara
Carucci, as Partner,
Carucci Family Partners
STATE/COMMONWEALTH OF NEW YORK )
) ss:
COUNTY/PARISH/BOROUGH OF NASSAU )
On this 1st day of March, 1994, before me, the undersigned, a Notary
Public for the State/Commonwealth of New York, personally appeared
Clara Carucci to me known (or to me proved) to be the identical person
named in and who executed the above Power of Attorney, and acknowledged
that such person executed it as such person's voluntary act and deed.
/s/ John D.
Browning
Notary
Public
John D.
Browning
Notary Public,
State of New York
No. 30-
4914718
Qualified in
Nassau County
Certificate
Filed in New York County
Commission
Expires November 23, 1995
EXHIBIT 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, I, Mitchell Carucci, a
general partner of Carucci Family Partners ("CFP"), residing at 33
Lighthouse Rd., Great Neck, New York 11024, hereby appoint Walter
Carucci, 17 Battery Place, New York, NY 10004, as my Attorney-in-Fact,
to act in my capacity as partner of CFP and for my benefit and for the
benefit of CFP and on behalf of CFP with sole and exclusive authority
to do the following:
-- To purchase or sell any security on behalf of Carucci Family
Partners.
-- To vote any securities now or hereafter held by Carucci Family
Partners.
-- To prepare and sign all documents required by federal and
state securities laws and by the Securities and Exchange Commission
with respect to the holdings of Carucci Family Partners.
I hereby grant to my Attorney-in-Fact full right, power, and
authority to do every act, deed, and thing requisite, necessary or
advisable to be done concerning the above powers, as fully, to all
intents and purposes, as I might or could do if personally present and
acting, with full power of substitution and revocation, hereby
ratifying and confirming all that said Attorney-in-Fact or substitute
shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall become effective immediately, and
shall not be affected by my disability or lack of mental competence,
and shall continue effective until my death; provided, however, that
this Power may be revoked by me as to my Attorney-in-Fact at any time
by written notice to my Attorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of March 1, 1994.
/s/
Mitchell Carucci
Mitchell Carucci, as Partner,
Carucci Family Partners
STATE/COMMONWEALTH OF NEW YORK )
) ss:
COUNTY/PARISH/BOROUGH OF NASSAU )
On this 1st day of March, 1994, before me, the undersigned, a Notary
Public for the State/Commonwealth of New York, personally appeared
Clara Carucci to me known (or to me proved) to be the identical person
named in and who executed the above Power of Attorney, and acknowledged
that such person executed it as such person's voluntary act and deed.
/s/ John D.
Browning
Notary
Public
John D.
Browning
Notary Public,
State of New York
No. 30-
4914718
Qualified in
Nassau County
Certificate
Filed in New York County
Commission
Expires November 23, 1995
