UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
ALLIED DEFENSE GROUP, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
019118108
(CUSIP Number)
Interinvest Corporation
192 South Street, Suite 350
Boston, MA 02111
Attention: Stanley T. Schmidt
Telephone: (617-723-7870)
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 19, 2010
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of 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 Rule.13d-7 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).
1. Names of Reporting Persons.
Interinvest Corporation Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7. Sole Voting Power 0
8. Shared Voting Power 0
9. Sole Dispositive Power 0
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.0%
14. Type of Reporting Person (See Instructions) IA
1. Names of Reporting Persons.
Interinvest Consulting Corporation of Canada Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7. Sole Voting Power 0
8. Shared Voting Power 0
9. Sole Dispositive Power 0
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions) IA
1. Names of Reporting Persons.
Interinvest (Bermuda) Ltd.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Bermuda
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7. Sole Voting Power 0
8. Shared Voting Power 0
9. Sole Dispositive Power 0
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.0%
14. Type of Reporting Person (See Instructions) IA
1. Names of Reporting Persons.
Janet A. Black
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7. Sole Voting Power 0
8. Shared Voting Power 0
9. Sole Dispositive Power 0
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.0%
14. Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
Hans P. Black
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7. Sole Voting Power 0
8. Shared Voting Power 0
9. Sole Dispositive Power 0
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions) IN
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, no par value (the "Common
Stock"), of Allied Defense Group, Inc. (the "Issuer") with principal
executive offices located at 8000 Towers Crescent Drive, Suite 260,
Vienna, VA 22182
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the persons filing this Schedule 13D are
Interinvest Corporation Inc., a Massachusetts corporation;
Interinvest (Bermuda) Ltd., a Bermuda corporation;
Interinvest Consulting Corporation of Canada Limited, a
Canadian corporation; Janet A. Black, a citizen of Canada and
Hans P. Black, a citizen of Canada. The foregoing persons are
hereinafter sometimes referred to collectively as the "Reporting
Persons".
(b) The principal business address of Interinvest Corporation
Inc. is 192 South Street, Suite 350, Boston, MA 02111. The
principal business address of Interinvest (Bermuda) Ltd. is
77 Front Street, 3rd Floor, Hamilton HM 12. The principal
business address of Interinvest Consulting Corporation of
Canada Limited is 3655 rue Redpath, Montreal, QC H3G 2W8.
The principal business address of Janet A. Black is 3655 rue
Redpath, Montreal, QC H3G 2W8.The principal business address
of Hans P. Black is 3655 rue Redpath, Montreal, QC H3G 2W8.
(c) The principal business of the Reporting Persons is the
furnishing of investment advisory services. The principal
occupation of Janet A. Black is acting as Treasurer of
Interinvest Consulting Corporation of Canada Limited and
Interinvest Corporation Inc. The principal occupation of Hans
P. Black is serving as Chairman of Interinvest Consulting
Corporation of Canada Limited and Interinvest Corporation Inc.
(d) During the last five years, none of the foregoing entities
have been convicted in a criminal proceeding.
(e) During the last five years, none of the foregoing entities
have been subject to a civil proceeding of the type
specified in Items 2(d) or (e) of Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 19, 2010, the Reporting Persons sold an aggregate of
522,154 shares of Common Stock for aggregate gross proceeds of
approximately $3,734,757. At the end of this transaction, reporting
persons had no remaining positions in Allied Defense Group.
ITEM 4. PURPOSE OF TRANSACTION
On January 19, 2010, Allied Defense Group (NYSE: ADG) entered into a
definitive merger agreement with Chemring Group PLC (LSE: CHR).
Chemring agreed to acquire Allied Defense Group at $7.25 per share in
an all-cash transaction.
The Reporting Persons had originally acquired the Common Stock of
the Issuer for investment purposes. Upon analyzing the
Issuer's financial position and strategic direction, the agreement
referenced above, actions taken by the Board of Directors of
the Issuer, price levels of the securities of the Issuer, other
investment opportunities available to the Reporting Persons, conditions
in the capital markets and general economic and industry conditions, the
Reporting Persons determined to sell all of the Reporting Persons'
respective holdings in the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the following transactions, the Reporting Persons
beneficially own zero (0) shares of Common Stock representing 0% of all
of the outstanding shares of Common Stock. The percentage set forth in
this response is based on the 8,172,000 shares of Common Stock outstanding
as of October 31, 2009, as reported by the Issuer in its Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2009. Of the
522,154 shares of common stock sold by the Reporting Persons on behalf of
their clients and themselves: Interinvest Corporation Inc. sold 276,870 shares
or 3.39% of Issuer's outstanding shares; Interinvest Consulting Corporation
of Canada Limited sold 189,284 shares for a total of 2.32% of the Issuer's
outstanding shares; and Interinvest (Bermuda) Ltd. sold 46,000 shares for a
total of 0.56% of the Issuer's outstanding shares for clients. Janet Black
sold 5,000 Shares or 0.06% of the Issuer's outstanding shares and Hans P.
Black also sold 5,000 shares or 0.06% of the Issuer's outstanding shares.
(b) As a result of the sales, the Reporting Persons no longer have the
power to vote or to direct the vote of (and the shared power to dispose of or
direct the disposition of) any shares of Common Stock held.
(c) The following describes all the transactions in Common Stock
that were effected during the past sixty days by the Reporting Persons:
Transaction Number of Proceeds/ Price/ Type of
Date Shares Cost Share Transaction
Interinvest Corporation Inc.
11/19/2009 900 $ 4,374 $4.86 Buy
1/12/2010 3,000 $ 14,422 $4.81 Buy
1/19/2010 276,870 $1,980,230 $7.153 Sell
Interinvest (Bermuda) Ltd.
1/19/2010 46,000 $329,130 $7.155 Sell
Interinvest Consulting Corporation of Canada Limited
1/8/2010 1,180 $ 5,568 $4.72 Buy
1/11/2010 1,763 $ 8,497 $4.82 Buy
1/19/2010 189,284 $1,353,797 $7.152 Sell
Dr. Hans P. Black
1/19/2010 5,000 $35,800 $7.16 Sell
Janet A. Black
1/19/2010 5,000 $35,800 $7.16 Sell
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No longer applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement, dated as of August 13, 2009
among Interinvest Corporation Inc., Interinvest Consulting Corporation of
Canada Limited, Interinvest (Bermuda) Ltd., Janet A. Black and Hans P.
Black.
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.
Date: January 27, 2010
Interinvest Corporation Inc.
By: /s/ Stanley T. Schmidt
Stanley T. Schmidt
President,Interinvest Corporation Inc.
Interinvest Corporation of Canada Limited
By: /s/ Hans P. Black
Hans P. Black
Chairman
Interinvest (Bermuda) Limited
By: /s/ Hans P. Black
Hans P. Black
Director
By: /s/ Janet A. Black
Janet A. Black
By: /s/ Hans P. Black
Hans P. Black
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with the Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, each of the undersigned hereby agrees to the joint
filing, along with all other such undersigned, on behalf of the Reporting
Persons (as defined in the joint filing), of a statement on Schedule D
(including amendments thereto) with respect to the common stock of the
Issuer (as defined in the attached Schedule 13D), and agrees that this
agreement be included as an exhibit to such joint filing. This agreement
may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this agreement
as of this 13th day of August, 2009.
Interinvest Corporation, Inc.
By: /s/ Stanley T. Schmidt
Stanley T. Schmidt
President
Interinvest Corporation of Canada Limited
By: /s/ Hans P. Black
Hans P. Black
Chairman
Interinvest (Bermuda) Limited
By: /s/ Hans P. Black
Hans P. Black
Director
By: /s/ Janet A. Black
Janet A. Black
By: /s/ Hans P. Black
Hans P. Black
CUSIP No. 019118108 Page 9 of 10