-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CxWnP6msO3pry+Yw1UW3+T4Isci61Nj6n8EluogWmp3PWOdp8vIpc3xg0+tOwd/E IK7EJMmWlcMm0eXtWRJHBw== 0000950130-01-502322.txt : 20010613 0000950130-01-502322.hdr.sgml : 20010613 ACCESSION NUMBER: 0000950130-01-502322 CONFORMED SUBMISSION TYPE: N-2MEF PUBLIC DOCUMENT COUNT: 3 333-60080 FILED AS OF DATE: 20010612 EFFECTIVENESS DATE: 20010612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDALLION FINANCIAL CORP CENTRAL INDEX KEY: 0001000209 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 043291176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-2MEF SEC ACT: SEC FILE NUMBER: 333-62846 FILM NUMBER: 1659533 BUSINESS ADDRESS: STREET 1: 205 E 42ND ST STREET 2: STE 2020 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126823300 MAIL ADDRESS: STREET 1: 205 E 42ND ST STREET 2: STE 2020 CITY: NEW YORK STATE: NY ZIP: 10017 N-2MEF 1 dn2mef.txt FORM N-2 (PURSUANT TO RULE 462(B)) As filed with the U.S. Securities and Exchange Commission on June 12, 2001 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM N-2 (CHECK APPROPRIATE BOX OR BOXES) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] PRE-EFFECTIVE AMENDMENT NO. [_] POST-EFFECTIVE AMENDMENT NO. [_] ---------------- Medallion Financial Corp. (Exact Name of Registrant as Specified in Its Charter) 437 Madison Avenue, New York, New York 10022 (212) 328-2100 (Address and Telephone Number, Including Area Code, of Principal Executive Offices) ---------------- Alvin Murstein Chief Executive Officer Medallion Financial Corp. 437 Madison Avenue New York, New York 10022 (Name and Address of Agent for Service) ---------------- With Copies to: Christopher E. Manno, Esq. Dennis J. Block, Esq. Willkie Farr & Gallagher Cadwalader, Wickersham & Taft 787 Seventh Avenue 100 Maiden Lane New York, New York 10019 New York, New York 10038 (212) 728-8000 (212) 504-6000
---------------- Approximate date of proposed public offering: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box [_] ---------------- CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities Being Price Offering Registration Being Registered Registered Per Unit Price Fee(1) - ------------------------------------------------------------------------------- Common Stock, $0.01 par value per share.......................... 4,140,000 $11.00 $45,540,000 $448.50 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
(1) The Registrant previously registered an aggregate of $43,746,000 of Common Stock on a Registration Statement on Form N-2 (File No. 333-60080), for which a filing fee of $10,936.50 was paid. It is proposed that this filing will become effective (check appropriate box): [_] when declared effective pursuant to Section 8(c) of the Securities Act of 1933. [X] This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933 and the Securities Act registration statement number of the earlier effective registration statement for the same offering is 333-60080. ---------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement on Form N-2 has been filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The Registrant hereby incorporates by reference into this Registration Statement its Registration Statement on Form N-2 (File No. 333-60080) declared effective June 11, 2001 by the Securities and Exchange Commission, including each of the documents filed with the Commission therein. CERTIFICATION The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account as soon as practicable (but no later than the close of business on June 12, 2001), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours on June 12, 2001. 1 PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) EXHIBITS All exhibits filed with the Registration Statement No. 333-60080 are incorporated by reference into and shall be deemed part of this registration statement, except for the following which are filed herewith:
Exhibit No. Description ----------- ----------- Opinion of Willkie Farr & Gallagher as to validity of common 2l.1 stock Consent of Willkie Farr & Gallagher (included in Exhibit 2l.1) 2n.1 Consent of Arthur Andersen LLP
(b) All other schedules are omitted as the required information is included in the Registrant's financial statements or the related notes or such schedules are not applicable. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 12th day of June, 2001. Medallion Financial Corp. /s/ Alvin Murstein By: _________________________________ Alvin Murstein, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- /s/ Alvin Murstein Chairman, Chief Executive June 12, 2001 ______________________________________ Officer (Principal Alvin Murstein Executive Officer) and Director /s/ James E. Jack Chief Financial Officer June 12, 2001 ______________________________________ and James E. Jack Executive Vice President */s/ Larry D. Hall Chief Accounting Officer June 12, 2001 ______________________________________ and Assistant Treasurer Larry D. Hall */s/ Andrew M. Murstein President and Director June 12, 2001 ______________________________________ Andrew M. Murstein */s/ Mario M. Cuomo Director June 12, 2001 ______________________________________ Mario M. Cuomo */s/ Frederick S. Hammer Director June 12, 2001 ______________________________________ Frederick S. Hammer */s/ Stanley Kreitman Director June 12, 2001 ______________________________________ Stanley Kreitman */s/ David L. Rudnick Director June 12, 2001 ______________________________________ David L. Rudnick */s/ Benjamin Ward Director June 12, 2001 ______________________________________ Benjamin Ward
/s/ Alvin M. Murstein June 12, 2001 *By: ____________________________ Alvin M. Murstein, Attorney-in-fact 3 EXHIBIT INDEX
Exhibit Number Description ------- ----------- 2l.1 Opinion of Willkie Farr & Gallagher as to validity of common stock Consent of Willkie Farr & Gallagher (included in Exhibit 2l.1) 2n.1 Consent of Arthur Andersen LLP
EX-2.L.1 2 dex2l1.txt OPINION OF WILKIE FARR & GALLAGHER Exhibit 2L.1 [Willkie Farr & Gallagher letterhead] June 12, 2001 Medallion Financial Corp. 437 Madison Avenue New York, New York 10022 Ladies and Gentlemen: We have acted as counsel to Medallion Financial Corp., a corporation organized under the laws of the State of Delaware (the "Company"), in connection with the preparation of a registration statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, relating to an offering by the Company of up to 4,140,000 shares (the "Shares") of common stock, par value $0.01 per share, of the Company. We have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and instruments relating to the Company as we have deemed relevant and necessary to the formation of the opinion hereinafter set forth. In such examination, we have assumed the genuineness and authenticity of all documents examined by us and all signatures thereon, the legal capacity of all persons executing such documents, the conformity to originals of all copies of documents submitted to us and the truth and correctness of any representations and warranties contained therein. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly and validly authorized and issued, and are fully paid and non-assessable. June 12, 2001 Page 2 This opinion letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm appearing under the heading "Legal Matters" in the Prospectus. Very truly yours, /s/ Willkie Farr & Gallagher EX-2.N.1 3 dex2n1.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 2N.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report included in this registration statement and to the incorporation by reference in this registration statement of our report dated April 2, 2001 included in Medallion Financial Corp.'s Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP New York, New York June 12, 2001 -----END PRIVACY-ENHANCED MESSAGE-----