-----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, Gnhk6wpJnJYL+iHhdFByxnb7YhBUWtDOtXiynP5HKBaz93L4RV9EawanImeco8Rb 9AHvU6iFaVfljOR5rRjnGw== 0000950133-98-000079.txt : 19980114 0000950133-98-000079.hdr.sgml : 19980114 ACCESSION NUMBER: 0000950133-98-000079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980112 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED CAPITAL LENDING CORP CENTRAL INDEX KEY: 0000003906 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521081052 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 814-00138 FILM NUMBER: 98505207 BUSINESS ADDRESS: STREET 1: 1666 K ST NW STE 901 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2023311112 MAIL ADDRESS: STREET 2: 1666 K STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED LENDING CORP DATE OF NAME CHANGE: 19920703 8-K 1 ALLIED CAPITAL CORPORATION FORM 8-K 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 1997 ALLIED CAPITAL CORPORATION --------------------------- (Exact Name of Registrant as Specified in its Charter) Maryland 814-138 52-1081052 -------- ------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 1666 K Street, N.W., 9th Floor / Washington, D.C. 20006-2803 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (202) 331-1112 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Allied Capital Lending Corporation - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On December 31, 1997, pursuant to the Agreement and Plan of Merger, dated as of August 14, 1997, as amended and restated as of September 19, 1997 (the "Merger Agreement"), Allied Capital Corporation ("Allied I"), Allied Capital Corporation II ("Allied II"), Allied Capital Commercial Corporation ("Allied Commercial") and Allied Capital Advisers, Inc. ("Advisers"), each a Maryland corporation, merged with and into the Registrant, and as of that date the Registrant changed its name from "Allied Capital Lending Corporation" to "Allied Capital Corporation." Pursuant to the Merger Agreement, at the effective time of the merger each share of common stock of Allied I, Allied II, Allied Commercial and Advisers was converted into shares of the Registrant according to the following respective exchange ratios: (i) each share of common stock of Allied I was converted into 1.07 shares of the Registrant; (ii) each share of common stock of Allied II was converted into 1.40 shares of the Registrant; (iii) each share of common stock of Allied Commercial was converted into 1.60 shares of the Registrant; and (iv) each share of common stock of Advisers was converted into 0.31 shares of the Registrant. The Registrant, a Maryland corporation, is a closed end management investment company that is regulated as a business development company pursuant to the Investment Company Act of 1940, as amended. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired/ (b) Pro Forma Financial Information The Registrant has filed all required financial statements, pro forma financial information and exhibits required by Item 2 hereof with the Securities and Exchange Commission as part of the registration statement on Form N-14 (Registration No. 333-36459) (the "Registration Statement") that was filed on its behalf with the Commission on September 26, 1997. (c) Exhibits 2.1 Agreement and Plan of Merger, dated as of August 14, 1997, as amended and restated as of September 19, 1997, by and among Allied I, Allied II, Allied Commercial, Advisers and the Registrant, incorporated by reference from the Registration Statement. 99 Press Release dated December 31, 1997 announcing the effectiveness of the merger. Page 2 of 3 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALLIED CAPITAL CORPORATION Date: January 12, 1998 By: /s/ William L. Walton ----------------------- William L. Walton Chairman of the Board and Chief Executive Officer Page 3 of 3 4 EXHIBIT INDEX 99 Press Release dated December 31, 1997 announcing the effectiveness of the merger. EX-99 2 PRESS RELEASE 1 EXHIBIT 99 [ALLIED CAPITAL LOGO] NEWS RELEASE For Release: DECEMBER 31, 1997 Nasdaq: ALLCD Summary: ALLIED CAPITAL COMPANIES COMPLETE FIVE-WAY MERGER Allied Capital Corporation (ALLCD) announced that the five Allied Capital companies have completed their merger today. Immediately following the merger, the surviving company changed its name to "Allied Capital Corporation" and now trades under the symbol "ALLCD" on the Nasdaq National Market. On January 15, 1998, the company will begin trading under the symbol "ALLC." Pursuant to the terms of the Agreement and Plan of Merger, Allied Capital Corporation, Allied Capital Corporation II, Allied Capital Commercial Corporation and Allied Capital Advisers, Inc. merged with and into Allied Capital Lending Corporation according to fixed exchange ratios:
For each share of: Shareholders receive: - ------------------ --------------------- Allied Capital Corporation (old) 1.07 shares of Allied Capital Corporation (new) Allied Capital Corporation II 1.4 shares of Allied Capital Corporation (new) Allied Capital Commercial Corporation 1.6 shares of Allied Capital Corporation (new) Allied Capital Advisers, Inc. 0.31 shares of Allied Capital Corporation (new)
Bill Walton, Chairman and Chief Executive Officer, noted, "After spending the better part of 1997 working on this transaction, I am thrilled to see that it has all come together today. Now we can truly focus on building the business within an organizational structure that benefits customers, employees, and stockholders alike." ***** Allied Capital Corporation invests in growing businesses nationwide. The company has offices in Washington DC, Chicago and San Francisco, and is traded on the Nasdaq National Market under the symbol "ALLCD." For further information, please contact Allied Capital's Investor Relations Department at (888) 818-5298, via fax on (202) 659-2053 or via email at ir@alliedcapital.com. # # # 1666 K Street, N.W. - 9th Floor - Washington, DC 20006 - (202) 331-1112 - Fax (202) 659-2053 -----END PRIVACY-ENHANCED MESSAGE-----