-----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, D3bh97IFgfU/E1+qvymtk9dlQGFXHyn35mmqdOxJxIwnTZ4UElBJx2qd0x1Ws10M bGFb52WanLCUy6OFcXxMTA== 0001252853-10-000029.txt : 20100405 0001252853-10-000029.hdr.sgml : 20100405 20100405171937 ACCESSION NUMBER: 0001252853-10-000029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100401 FILED AS OF DATE: 20100405 DATE AS OF CHANGE: 20100405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BINDER SCOTT S CENTRAL INDEX KEY: 0001205621 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 811-02708 FILM NUMBER: 10732049 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED CAPITAL CORP CENTRAL INDEX KEY: 0000003906 IRS NUMBER: 521081052 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2023311112 MAIL ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW STREET 2: 1666 K STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED CAPITAL LENDING CORP DATE OF NAME CHANGE: 19931116 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED LENDING CORP DATE OF NAME CHANGE: 19920703 4 1 edgardoc.xml PRIMARY DOCUMENT X0303 4 2010-04-01 1 0000003906 ALLIED CAPITAL CORP ALD 0001205621 BINDER SCOTT S 1919 PENNSYLVANIA AVENUE, NW 3RD FLOOR WASHINGTON DC 20006 0 1 0 0 Managing Director Common Stock 2010-04-01 4 D 0 27535 D 225000 D Common Stock 2010-04-01 4 D 0 42952 D 182048 D Common Stock 2010-04-01 4 D 0 182048 D 0 D Common Stock 2010-04-01 4 D 0 1193 D 2534 I by 401K Common Stock 2010-04-01 4 D 0 2409 D 125 I by 401K Common Stock 2010-04-01 4 D 0 125 D 0 I by 401K Common Stock 2010-04-01 4 D 0 14602 D 671 I by IRA Common Stock 2010-04-01 4 D 0 273 D 398 I by IRA Common Stock 2010-04-01 4 D 0 398 D 0 I by IRA Common Stock 2010-04-01 4 D 0 15000 D 5000 I by Trust Common Stock 2010-04-01 4 D 0 5000 D 0 I by Trust Incentive Stock Option (right to buy) 0.73 2010-04-01 4 D 0 50 D 2016-03-03 Common Stock 50 0 D Non-Qualified Stock Option (right to buy) 0.73 2010-04-01 4 D 0 799950 D 2016-03-03 Common Stock 799950 0 D On April 1, 2010, ARCC Odyssey Corp., a wholly owned subsidiary of Ares Capital Corporation ("Ares Capital"), was mergerd with and into Allied Capital Corporation (the "Company") pursuant to an Agreement and Plan of Merger, dated as of October 26, 2009, among the Company, Ares Capital and ARCC Odyssey Corp. (the "Merger Agreement"). Immediately thereafter, Allied Capital merged with and into Ares Capital. Pursuant to the Merger Agreement, each Company stockholder received 0.325 shares of Ares Capital common stock for each share of Company common stock owned (the "Exchange Ratio"). This option, which provided for vesting in three equal annual installments commencing June 30, 2009, was cancelled in connection with the merger in exchange for a cash payment equal to the product of (1) the excess of the option closing amount (calculated as the difference between the exercise price of the option and the five-day average closing price of Ares Capital multiplied by 0.325, the Exchange Ratio, or $4.758 per share) over the exercise price per share for such option multiplied by (2) the total number of shares of Company common stock subject to such option, less applicable withholdings. By: s/Kelly A. Anderson attorney in fact For: Scott S. Binder 2010-04-05 -----END PRIVACY-ENHANCED MESSAGE-----