-----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, CvAA6qm+mys1Ars3ExQQk9tEZ/zOGFJNcumgtmbrKnAXTuBe96gfBkcFg68Gvomq 0YzsfPZacIi+kNjJADC46Q== 0000950133-96-002812.txt : 19961217 0000950133-96-002812.hdr.sgml : 19961217 ACCESSION NUMBER: 0000950133-96-002812 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961213 EFFECTIVENESS DATE: 19961213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED CAPITAL ADVISERS INC CENTRAL INDEX KEY: 0000868207 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 520812307 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17885 FILM NUMBER: 96680841 BUSINESS ADDRESS: STREET 1: 1666 K ST N W STE 901 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2023311112 MAIL ADDRESS: STREET 1: 1666 K ST NW STREET 2: 9TH FL CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED ADVISORY INC /MD/ DATE OF NAME CHANGE: 19600201 S-8 1 ALLIED CAPITAL ADVISERS FORM S-8. 1 As filed with the Securities and Exchange Commission on December 13, 1996 Registration No. 333- ----- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Allied Capital Advisers, Inc. (Exact name of registrant as specified in its charter) Maryland 52-0812307 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1666 K Street, N.W. Washington, D.C. 20006 - --------------------------------- ---------------------------- (Address of principal executive offices) (Zip Code) Allied Capital Advisers, Inc. Incentive Stock Option Plan (Full title of the plan) David Gladstone 1666 K Street, N.W. Washington, D.C. 20006 (Name and address of agent for service) (202) 331-1112 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
===================================================================================================== Proposed Proposed Maximum Title of Amount to Maximum Aggregate Amount of Securitiesto be be Offering Price Per Offering Price Registration Fee Registered Registered Unit - ----------------------------------------------------------------------------------------------------- common stock 1,999,580 $5.5625 $11,122,663.75* $3,370.50 =====================================================================================================
*Included solely for the purpose of calculating the registration fee. Such estimate has been calculated in accordance with Rule 457(h) and Rule 457(c) under the Securities Act of 1933 and are based upon the average of the high and low price per share of Allied Capital Advisers, Inc. Common Stock on the Nasdaq National Market System on December 10, 1996. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. 2 PROSPECTUS 1,844,852 SHARES ALLIED CAPITAL ADVISERS, INC. COMMON STOCK (PAR VALUE $.001 PER SHARE) Allied Capital Advisers, Inc., a Maryland corporation ("Advisers" or the "Company"), is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Its principal business is acting as investment adviser to public and private investment companies and real estate investment trusts that specialize in investing in, and lending to, small businesses. The Company's principal office is located at 1666 K Street, N.W., Suite 901, Washington, D.C. 20006. Its telephone number is (202) 331-1112. The 1,844,852 shares of Advisers common stock (the "Shares") covered by this Prospectus have been or will be acquired upon exercise of options granted under the Allied Capital Advisers, Inc. Incentive Stock Option Plan (the "Plan") and may be offered for sale on behalf of the stockholders named herein (the "Selling Stockholders") from time to time on any securities exchange on which the Company's shares are listed, in the over-the-counter market or otherwise at market prices and on terms then prevailing, in negotiated transactions at prices then obtainable, or otherwise. Shares may be sold in regular brokerage transactions or may be sold directly to brokers, dealers and others buying for their own account. Advisers common stock is listed on the Nasdaq National Market under the symbol "ALLA." FOR A DISCUSSION OF THE RISKS RELATING TO AN INVESTMENT IN THE SHARES, SEE "INVESTMENT CONSIDERATIONS." Although the Company has received or will receive proceeds from the exercise of options granted under the Plan, the Company will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders. The expenses of preparing this Prospectus are being paid by the Company, but brokerage fees and other expenses of sales hereunder will be borne by the appropriate Selling Stockholders. Certain of the persons who sell or distribute securities covered by this Prospectus may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the "1933 Act"). It is expected that the securities offered hereby will be available for sale from time to time commencing on or about December 13, 1996. No person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offer contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of the securities offered hereby in any state to any person to whom or from whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sales made hereunder shall under any circumstances create any implication that there has been no change in the information contained herein since the date hereof. --------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is December 13, 1996 - 2 - 3 TABLE OF CONTENTS
Page ---- Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Determination of Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Indemnification of Officers and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission (the "Commission"). All reports, proxy statements and other information filed by the Company can be inspected and copied at the Commission's public reference facilities at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the following Regional Offices: Midwest Regional Office: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and Northeast Regional Office: 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of these materials may also be obtained free of charge by accessing the EDGAR archives at the Commission's Internet home page at www.sec.gov. They may also be obtained from the Commission at the prescribed rates by mailing a request to: Public Reference Branch, Securities and Exchange Commission, Washington, D.C. 20549. The Company's common stock is listed on the Nasdaq National Market, and reports, proxy statements and other information concerning the Company can be inspected at the offices of the National Association of Securities Dealers, Inc. located at 1735 K Street, N.W., Washington, D.C. 20006. Certain documents filed with the Commission are incorporated by reference in this Prospectus. The Company hereby undertakes to provide, without charge, to each person, including any beneficial owner of Advisers common stock, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any and all of the information that has been incorporated by reference in this Prospectus (excluding exhibits to any documents incorporated by reference, unless such exhibits have specifically been incorporated by reference), but not delivered with it. Such requests should be made to Suzanne Sparrow, Allied Capital Advisers, Inc., 1666 K Street N.W., 9th Floor, Washington, D.C. 20006 (telephone: (202) 331-1112). INVESTMENT CONSIDERATIONS LIMITED OPERATING HISTORY AS AN INDEPENDENT COMPANY. Until December 31, 1990, the Company operated as a wholly owned subsidiary and, in effect, a division of Allied Capital Corporation ("Allied I"). On December 31, 1990, pursuant to the terms of certain exemptive relief granted by the Commission to the Company and Allied I, all of the shares of the Company were distributed to the shareholders of Allied I on a one-for-one basis. At the time of that distribution, the Company did not have any substantial tangible assets or net worth and had approximately $259 million under management. Since that distribution, the Company has increased its total assets under management by 192% to approximately $755 million (as of September 30, 1996) and has been profitable during every year of its operations, except for the year ended December 31, 1992, in which the Company reported a net loss of approximately $0.07 per share. Such loss was largely the result of the foregone investment management fees waived that year for Allied Capital Commercial Corporation ("Allied Commercial"), a fund organized by - 3 - 4 Advisers in 1992 for which Advisers agreed to waive the investment management fee for its first six months of operations. Although the Company generally has been profitable during the early stages of its operations, there can be no assurance that the Company will continue to be profitable or that its assets under management will increase in the future. DEPENDENCE ON MANAGEMENT. The Company believes that the past performance of its advisee companies is attributable largely to the experience and ability of David Gladstone, its Chairman and Chief Executive Officer, who has been associated with Allied I since 1974. With respect to the more recent performance of its advisee companies, the Company has depended increasingly on the efforts of its senior executive officers, including Katherine E. Marien, John M. Scheurer and G. Cabell Williams, III. In addition, the Company relies increasingly on the significant contributions of its President, Joan M. Sweeney. While the Company's officers spend all their available work hours in activities for the Company and its advisee companies, the Company does not have employment contracts with any of its officers. The loss of one or more of these officers could have a material adverse effect on the Company's future performance. The Company carries insurance to the extent of $1 million on the life of Mr. Gladstone. MARKET FOR SHARES. Prior to August 1995, the Company's shares were listed on Nasdaq's Small-Cap Market. Since that date, however, the Company's shares have been quoted on Nasdaq's National Market. As of November 1, 1996, the Company had approximately ten market makers. There can be no assurance that market makers will continue to make a market in the Company's stock or that the Company's shares will continue to be listed on the Nasdaq National Market. DEPENDENCE ON ADVISORY FEES. The prices at which the Company's outstanding shares have been quoted in the over-the-counter market or at which the Shares offered hereby are being offered do not necessarily bear a direct relationship to the Company's net worth or historical earnings. Such prices may be based on anticipated revenues that the Company is expected to earn from fees payable under its advisory and management agreements. Such fees, however, are based on the value and composition from time to time of the advisee companies' assets. The value of such assets are subject to fluctuations based on investment performance and the accounting treatment relating to certain investments; the composition of such assets will change depending upon the Company's ability to invest assets in accordance with the advisee company's investment objective. Moreover, because most of the advisee companies are closed-end investment companies or real estate investment trusts, increases in asset size of such companies (other than performance-related increases) generally occur only when such companies make offerings of debt or equity securities. For a variety of reasons, there can be no guarantee that such companies will make such offerings or, if made, that such offerings will raise a sufficient amount of capital to allow the Company to benefit from economies of scale. In addition, the agreements themselves are subject to periodic reapproval or renegotiation and to termination at any time on short notice by the advisee companies' board of directors or shareholders, in the case of Allied Capital Corporation, Allied Capital Corporation II, and Allied Capital Lending Corporation, and under certain circumstances by the limited partners, in the case of Allied Venture and Allied Technology, or by the shareholders in the case of Allied Capital Commercial Corporation and Business Mortgage Investors, Inc. There can be no assurance that such agreements will remain in effect, although the Company has no reason to believe that any such agreement is likely to be terminated in the foreseeable future. NATURE OF INVESTMENTS. The portfolios of the Company's advisee companies consist primarily of securities issued by small and developing, privately held companies. There is generally little or no publicly available information about such companies. Typically, such companies depend for their success on the management talents and efforts of one person or a small group of persons, so that the death, disability or resignation of such person or persons could have a materially adverse impact on them. Moreover, small companies frequently have narrower product lines and smaller market shares than larger companies and therefore may be more vulnerable to competitors' actions and market conditions, as well as general economic downturns. Because these companies will generally have highly leveraged capital structures, reduced cash flow resulting from an adverse competitive development, shift in customer preferences or an economic downturn may adversely affect the return on, or the - 4 - 5 recovery of, the Company's investment in them. Investment in such companies, therefore, involves a high degree of business and financial risk, which could result in substantial losses and should therefore be considered speculative. Accordingly, any loss in assets by the Company's investment advisee companies could adversely affect the Company's ability to generate revenue, or continue to increase assets under management. COMPETITION. The asset management industry is highly competitive and, having relatively few barriers to entry, continues to attract new competitors. As a result, the Company must compete with thousands of other institutions, including banks, insurance companies and registered investment advisers, when attempting to attract new investment dollars to manage. Many of these competitors have more assets under management and greater resources (e.g., more advisory personnel) than the Company, which may make it easier for such competitors to take advantage of investment opportunities as they arise. Moreover, many of the Company's competitors have greater access to public investors (and, correspondingly, to assets to manage) because such competitors advise open-end investment companies that are engaged in continuous offerings of securities; in contrast, the Company to date has attracted new investment dollars only through periodic offerings of securities by the entities advised by the Company or through borrowings under various lines of credit available to such entities. While this factor insulates the Company from decreases in asset size and certain liquidity needs related to redemptions of investment company shares, the Company may not be able to benefit from economies of scale resulting from increases in asset size to the same extent that certain of its competitors may be. In addition, while the Company believes that its focus on investments in small businesses sets it apart from most other investment advisers, there can be no assurance that its investment strategies will be successful or that public investors will continue to invest in that market sector. LIQUIDITY OF INVESTMENTS. All of the companies managed or advised by Advisers are engaged in various aspects of making loans to, or investments in, small businesses. These loans and investments are generally made in a large number of relatively small, individually structured transactions. As a result, such loans and investments are relatively illiquid. Thus, there can be no guarantee that the Company will be able to lock in profits, or avoid losses, on the investments made by the companies it advises, which could affect both the performance of the companies advised or managed by Advisers and the fees it receives. PERSONNEL-INTENSIVE BUSINESS. The Company's activities are highly personnel-intensive and opportunities for economies of scale are limited. As discussed above, loans and investments are generally made in a large number of relatively small, individually structured transactions. Once a loan or investment has been made, it must be carefully monitored on a continuing basis until final realization or disposition. In particular, during difficult periods in the economy, additional work may be required to assist portfolio companies in the management of their businesses, to assist in the restructuring of loans made to such companies and to take other steps to preserve value for the investing entity's shareholders, which may require the addition of more personnel without any immediately realizable financial benefit to the Company. Similarly, increases in funds under management, which may require immediate additions to personnel, generally do not result in commensurate immediate increases in fee revenue because of the structure of the Company's investment advisory and management agreements, under which fees on uninvested assets are relatively modest and rise to a profitable level only after funds become invested in accordance with the several portfolios' investment objectives. REGULATION. The Company is registered with the Commission as an investment adviser under the Advisers Act and is subject to the reporting requirements of the 1934 Act. In addition, certain of the companies for which the Company acts as investment adviser are registered with the Commission under the Investment Company Act of 1940, as amended (the "1940 Act") and have elected to be regulated as business development companies; another is operated as a real estate investment trust ("REIT"). Each of the foregoing companies are also subject to the reporting requirements of the 1934 Act. The shares of the Company and of certain of the entities advised or managed by the Company are qualified for sale in various states. As a result, virtually all aspects of the Company's investment advisory activities, and the operation of the investment companies advised by the Company, are subject to various federal and state laws and regulations. These laws and regulations are primarily intended to benefit investment advisory and investment company shareholders and generally grant broad administrative powers to - 5 - 6 supervisory agencies, including the ability to limit or restrict the carrying on of business for failure to comply with such laws and regulations. While the Company closely monitors compliance with applicable laws and regulations and believes that it and the entities it manages or advises are in compliance with such laws and regulations, in the event the Company is found to have violated any such laws or regulations, the possible sanctions which may be imposed include the suspension of individual employees, limitations on the activities in which the investment adviser may engage, suspension or revocation of the investment adviser's registration as an adviser, censure and fines. SBA REGULATION. The business of one of the Company's investment advisee companies, Allied Lending, is largely dependent upon two government-sponsored, SBA-administered Loan Programs, the Section 7(a) Loan Program and the Section 504 Loan Program. The Section 7(a) and 504 Loan Programs are regulated by the SBA pursuant to laws passed by Congress. There is no assurance that the government appropriations for these programs or for the operations of the SBA will be continued. In addition, two of the Company's investment advisee companies, Allied I and Allied II, have subsidiaries that are SBA-licensed small business investment companies (SBICs) and specialized small business investment companies (SSBICs), and as such rely on SBA funding for a portion of their leverage capital. There is no assurance that the government appropriations for these programs will be continued, or that such funding will be available in the future. These programs are subject to changes in law or regulation at any time, which changes could have an adverse impact on the investment advisee companies' operations with regard to these programs, and any such adverse impacts could materially affect the Company's ability to generate additional investment advisory revenue from such investment advisee companies. GRADUATED FEES. Under its investment advisory or management agreements with its existing advisee companies, the Company is, and under its anticipated agreements with future entities expects to be, entitled to receive investment advisory or management fees generally at the rate of 2.5% per annum on the value of the respective entity's "invested assets"; with respect to one advisee company, Allied Commercial, Advisers has agreed to receive fees ranging from 1% to 3.5% per annum on certain of its invested assets, subject to a quarterly cap, at the rate of 2.5% per annum. With respect to such entities' cash and cash equivalents ("interim investments"), fees are receivable at substantially lower levels, generally at the rate of 0.5% per annum. "Invested assets" means investments made in accordance with the respective entity's investment objectives, such as investments made in, and loans made to, small business concerns, in the case of Allied I, Allied II, and Allied Lending, and acquired mortgage loans to small businesses in the case of Allied Commercial and BMI. When an entity is first organized, its assets are usually comprised entirely of interim investments and cash and it may take several years before such cash and the proceeds of such interim investments can be invested predominantly in invested assets. Achieving investment in invested assets requires substantial effort and expense on the part of the Company, for which the Company is not adequately compensated until such investment is actually achieved. The foregoing fee structures were in place as of November 1, 1996. There can be no assurance that, in the case of one or the other of the entities for which the Company currently acts or in the future may act as investment adviser or manager, this type of fee structure will be used or retained, substantially full investment in invested assets will ever be achieved or, if it is achieved, that the value of such assets will not decline, or that the 2.5% per annum fee thereon (or any other applicable fee) will not be renegotiated downward. - 6 - 7 CONFLICTS OF INTEREST. Under the 1940 Act, the Company has a fiduciary duty with respect to the receipt of compensation for services that the Company may charge to the investment companies for which it acts as investment adviser and may be deemed to have a similar duty to the other companies that it manages. Accordingly, in advising the board of directors of the entities advised or managed by the Company (a majority of the members of which is independent of the Company) as to the desirability of making or disposing of loans or investments, the officers of the Company who are also directors of the managed entities are required to put the interests of such entities ahead of the Company's interest in collecting fees. THE OFFERING This Prospectus is intended for use in connection with resales of the Shares by the Selling Stockholders, some of whom may be considered "affiliates" of the Company (as that term is defined in rules of the Commission). The 1,844,852 Shares covered by this Prospectus include: (i) 192,425 shares of Advisers common stock previously issued to certain officers and directors of the Company upon exercise of stock options granted under the Allied Capital Advisers, Inc. Incentive Stock Option Plan (the "Plan"); and (ii) 1,652,427 shares of common stock that may be issued to certain officers and directors of the Company upon exercise of stock options granted under the Plan. The Shares already issued under the Plan were issued in reliance upon exemptions from registration under the 1933 Act for private transactions. Certain of those Shares were subsequently resold to certain of the Selling Stockholders. The Shares that may be issued in the future upon the exercise of options granted under the Plan are being simultaneously registered with the Commission on Form S-8. As described below, use of this Prospectus is not the exclusive way Shares may be resold by Selling Stockholders. The Shares covered by this Prospectus may be sold from time to time by the Selling Stockholders on any securities exchange on which the Shares are listed, in the over-the-counter market or otherwise, at market prices and on terms then prevailing or in negotiated transactions at prices then obtainable, or otherwise. Shares may be sold in regular brokerage transactions or may be sold directly to brokers, dealers and others buying for their own accounts. In addition, any Shares covered by this Prospectus which qualify for sale pursuant to Rule 144 under the 1933 Act ("Rule 144") may be sold under Rule 144 rather than pursuant to this Prospectus. The Selling Stockholders also may pledge the shares registered hereunder to a broker, dealer or other entity, and upon a default the broker, dealer or other entity may effect sales of the pledged shares pursuant to Rule 144. Brokers, dealers or agents may receive compensation in the form of commissions, discounts or concessions from Selling Stockholders in amounts to be negotiated in connection with the sale. Such brokers, dealers and any other participating in the resales of the Shares may be deemed to be "underwriters" within the meaning of the 1933 Act in connection with such sales, and any such commission, discount or concession may be deemed to be underwriting discounts or commissions under the 1933 Act. All costs, expenses and fees in connection with the registration of the Shares will be borne by the Company. Commissions and discounts, if any, attributable to the sales of the Shares by the Selling Stockholders will be borne by the Selling Stockholders. The Selling Stockholders may agree to indemnify any broker, dealer or agent that participates in transactions involving sales of the Shares against certain liabilities, including liabilities arising under the 1933 Act. - 7 - 8 SELLING STOCKHOLDERS The following table sets forth certain information with respect to the Selling Stockholders, the number of shares of the Company's common stock beneficially owned by each on September 30, 1996 and the number of shares of Company's common stock which may be acquired upon the exercise of options granted under the Plan.
Maximum number of shares of Shares and % of Positions and Shares of common stock common stock material common stock which may be beneficially owned relationships with beneficially offered for if all shares that the Company during owned as of sale pursuant may be sold pursuant last September 30, to this to this Prospectus Name and Address three years* 1996 Prospectus are sold - ---------------------------------------------------------------------------------------------------------- Shares Percent ------ ------- Allied Employee Stock Greater than 10% Holder Ownership Trust 1,481,265 46,364 1,481,265 16.5% Harry T. Brill, Jr. Former employee 247,604 36,364 247,604 2.75% Brooks H. Browne Director 76,728 13,333 76,728 0.85% Jon A. DeLuca Executive Vice 20,941 55,000 61,941 0.68% President, Chief Financial Office and Treasurer William F. Dunbar Executive Vice 243,682 146,030 243,682 2.67% President David Gladstone Chairman and Chief 924,995 774,943 1,273,993 13.05% Executive Officer Robert E. Long Director 34,329 13,333 34,329 0.38% Katherine C. Marien Executive Vice 39,099 26,667 51,099 0.57% President Kathleen T. Ryan Former employee 55,043 10,000 55,043 0.61% John M. Scheurer Executive Vice 93,428 56,364 99,428 1.10% President Dianna L. Seaborn Former employee 23,677 10,000 23,677 0.26% George Stelljes II Executive Vice 103,683 43,364 103,683 1.15% President Jack A. Sullivan ** Greater than 5% Holder 484,904 89,697 484,904 5.39% Joan M. Sweeney President or 93,098 210,000 221,618 2.41% Executive Vice President William L. Walton Director 21,145 13,333 21,145 0.23% G. Cabell Williams III Executive Vice 325,279 157,030 325,279 3.56% President George C. Williams Director or Vice 312,550 143,030 312,550 3.42% Chairman
* Certain Selling Stockholders also serve as officers and/or directors of certain other companies advised by Advisers. ** An amendment to this registration statement may be filed at a later date to identify the successor individual, estate or trust to the shares herein registered in the name of Jack A. Sullivan - 8 - 9 The Plan was approved by the Company's shareholders on October 24, 1991 and adopted by its Board of Directors (the "Board") on October 30, 1991; it was subsequently amended by the Board on February 17, 1994, and such amendment was approved by the Company's shareholders on June 8, 1994. Another amendment to the Plan was approved by the Board on February 13, 1996 and by the Company's shareholders on May 23, 1996. The original effective date of the Plan was October 30, 1991. USE OF PROCEEDS Although the Company has received or will receive proceeds from the exercise of options granted under the Plan, none of the proceeds from the sale by the Selling Stockholders of the Shares offered hereby will be received by the Company. LEGAL PROCEEDINGS The Company is a party to litigation in the normal course of its business. At this time, management of the Company is unable to estimate any loss that may be associated with such litigation; however, management does not believe that the resolution of this litigation will materially affect the financial position or liquidity of the Company. DETERMINATION OF OFFERING PRICE The Shares covered by this Prospectus may be sold from time to time by the Selling Stockholders on any securities exchange on which the Shares are listed, in the over-the-counter market or otherwise, at market prices and on terms then prevailing or in negotiated transactions at prices then obtainable, or otherwise. Currently, shares of the Company's common stock are quoted on the Nasdaq National Market. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are incorporated by reference herein: (a) The Company's Annual Report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") for the fiscal year ended December 31, 1995; (b) All other reports of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 1995; and (c) The description of the Company's common stock contained in the registration statement on Form 10 filed by Advisers on September 20, 1990, including the amendments filed on November 13, 1990 and December 6, 1990 for the purpose of updating that description. All reports and documents subsequently filed with the Commission by the Company subsequent to the date of this Prospectus pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the termination of this offering shall be deemed to be incorporated by reference into this Prospectus and to be part hereof from the date of filing of those documents. The Company will deliver without charge, upon written or oral request, a copy of any and all information that is incorporated herein by reference. Such request should be made to Suzanne Sparrow, Vice President, Director of Investor Relations, at (202) 331-1112. INDEMNIFICATION OF OFFICERS AND DIRECTORS The corporation law of the State of Maryland, under which Advisers is incorporated, permits the charter of a Maryland corporation to include a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, subject to specified restrictions. The law does not, however, allow the liability of directors and officers to the corporation or its stockholders to be limited to the extent that (1) it is proved that the person actually received an improper benefit or profit from the transactions or matter at issue; (2) a judgment or other final adjudication is entered in a proceeding based on a finding that the person's action, or failure - 9 - 10 to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Amended and Restated Articles of Incorporation of Advisers contain a provision limiting the liability of its directors and officers to Advisers and its shareholders to the fullest extent permitted from time to time by the laws of Maryland. The Maryland corporation law also permits a corporation to indemnify its directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they have been or may be made a party by reason of their service in those or other capacities unless it is established that the act or omissions of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, or the director or officer actually received an improper personal benefit, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Advisers' Amended and Restated Articles of Incorporation require Advisers to indemnify its directors and officers to the fullest extent permitted from time to time by the laws of Maryland. Such indemnification may apply to claims arising under the 1933 Act. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers, or persons controlling Advisers pursuant to the foregoing provisions, Advisers has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and therefore unenforceable. PART II Form S-8. Item 3. Incorporation of Documents by Reference The Registrant, Allied Capital Advisers, Inc. ("Advisers" or the "Company"), and the Allied Capital Advisers, Inc. Incentive Stock Option Plan (the "Plan") incorporate herein by reference the documents listed in (a) through (c) below: (a) Advisers' Annual Report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") for the fiscal year ended December 31, 1995; (b) All other reports of Advisers and the Plan filed pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 1995; and (c) The description of Advisers common stock contained in the registration statement on Form 10 filed by Advisers on September 20, 1990, as amended on November 13, 1990 and December 6, 1990. All reports and documents subsequently filed with the Securities and Exchange Commission (the "Commission") by Advisers and the Plan subsequent to the date of this registration statement pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of those documents. Advisers will deliver without charge, upon - 10 - 11 written or oral request, a copy of any and all information that is incorporated herein by reference. Such request should be made to Suzanne Sparrow. Item 4. Description of Securities The securities being registered are shares of the Company's common stock. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers The corporation law of the State of Maryland, under which Advisers is incorporated, permits the charter of a Maryland corporation to include a provision limiting the liability of its directors and officers to a corporation and its stockholders for money damages, subject to specified restrictions. The law does not, however, allow the liability of directors and officers to a corporation or its stockholders to be limited to the extent that (1) it is proved that the person actually received an improper benefit or profit from the transactions or matter at issue; (2) a judgment or other final adjudication is entered in a proceeding based on a finding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Amended and Restated Articles of Incorporation of Advisers contain a provision limiting the liability of its directors and officers to Advisers and its shareholders to the fullest extent permitted from time to time by the laws of Maryland. The Maryland corporation law also permits a corporation to indemnify its directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they have been or may be made a party by reason of their service in those or other capacities unless it is established that the act or omissions of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, or the director or officer actually received an improper personal benefit, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Advisers' Amended and Restated Articles of Incorporation require Advisers to indemnify its directors and officers to the fullest extent permitted from time to time by the laws of Maryland. Item 7. Exemption from Registration Claimed Sales of Company Common Stock under the Plan prior to the date hereof were made to officers and directors of the Company in reliance on the exemption from registration under Section 4(2) of the 1933 Act for transactions not involving a public offering. Item 8. Exhibits See Exhibit Index. - 11 - 12 Item 9. Undertakings (a) Rule 415 Offering. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and each filing of the Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. - 12 - 13 (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. POWERS OF ATTORNEY LET IT BE KNOWN that each officer or director whose signature appears in paragraph (b) under "SIGNATURES" below appoints Joan M. Sweeney and Jon A. DeLuca, jointly and severally, his/her attorneys-in-fact, with power of substitution, for him/her in all capacities, to sign amendments and post-effective amendments to the Registration Statement of the Allied Capital Advisers, Inc. Incentive Stock Option Plan and to file such amendments with exhibits with the Securities and Exchange Commission, hereby ratifying all that each attorney-in-fact may do or cause to be done by virtue of this power. - 13 - 14 SIGNATURES (a) THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington, District of Columbia, on the 11th day of December, 1996. ALLIED CAPITAL ADVISERS, INC. By: /s/ Joan M. Sweeney -------------------------- Name: Joan M. Sweeney Title: President (b) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. /s/ David Gladstone Chairman and December 11, 1996 - -------------------------------------- Chief Executive Officer David Gladstone (Principal Executive Officer) /s/ George C. Williams Vice Chairman of the Board December 11, 1996 - -------------------------------------- George C. Williams /s/ Brooks H. Browne Director December 11, 1996 - -------------------------------------- Brooks H. Browne /s/ Robert E. Long Director December 11, 1996 - -------------------------------------- Robert E. Long /s/ William L. Walton Director December 11, 1996 - -------------------------------------- William L. Walton /s/ Joan M. Sweeney Director, President, December 11, 1996 - -------------------------------------- and Chief Operating Joan M. Sweeney Officer /s/ Jon A. DeLuca Executive Vice President December 11, 1996 - -------------------------------------- and Chief Financial Jon A. DeLuca Officer (Principal Financial and Accounting Officer)
- 14 - 15 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Compensation Committee of the Company's Board of Directors has duly caused this Registration Statement to be signed by the undersigned on behalf of the Allied Capital Advisers, Inc. Incentive Stock Option Plan, thereunto duly authorized in the City of Washington, District of Columbia, on the 11th day of December, 1996. Allied Capital Advisers, Inc. Incentive Stock Option Plan By: /s/ Robert E. Long ------------------------- Robert E. Long, Chairman of Allied Capital Advisers Compensation Committee - 15 - 16 EXHIBIT INDEX
Exhibit Number Exhibit Name 4 Allied Capital Advisers, Inc. Incentive Stock Option Plan 5 Opinion of Sutherland Asbill & Brennan, L.L.P. 15 Omitted -- Not applicable 23 (a) Consent of Arthur Andersen LLP (b) Consent of Counsel -- See Exhibit 5. 24 Powers of Attorney These documents form part of the Signature Pages.
- 16 - EX-4 2 STOCK OPTION PLAN. 1 Exhibit 4 ALLIED CAPITAL ADVISERS, INC. INCENTIVE STOCK OPTION PLAN 1. PURPOSE OF THE PLAN The purpose of this Incentive Stock Option Plan ("the Plan") is to advance the interests of Allied Capital Advisers, Inc. ("the Company") by providing directors and officers who have substantial responsibility for the direction and management of the Company with additional incentives to exert their best efforts on behalf of the Company, to increase their proprietary interest in the success of the Company, to reward outstanding performance and to provide a means to attract and retain persons of outstanding ability to the service of the Company. It is recognized that the Company cannot attract or retain these officers without this compensation. 2. EFFECTIVE DATE OF THE PLAN This Plan shall become effective upon (1) approval of the plan by the shareholders of the Company and (2) adoption by the Board of Directors. 3. ADMINISTRATION The Plan is administered by the Compensation Committee (the "Committee") consisting of two or more "disinterested" members of the Company's Board of Directors in accordance with the provisions of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Committee shall interpret the Plan, and to the extent and in the manner contemplated herein, it shall exercise the discretion reserved to it hereunder. The Committee may prescribe, amend and rescind rules and regulations relating to the Plan and make all other determinations necessary for its administration. The decision of the Committee on any matter affecting the Plan or the rights and obligations arising under the Plan or any option granted thereunder shall be final and binding upon all persons. 4. SHARES SUBJECT TO THE PLAN The shares subject to option and the other provisions of this Plan are shares of the Company's common stock, par value $.001 per share ("shares"). Subject to the provisions hereof concerning adjustment, the total number of shares that may be purchased upon the exercise or surrender of stock options granted under this Plan shall not exceed 1,999,580 shares, which amount includes 1,649,580 shares on which options previously have been granted. In the event any option shall cease to be exercisable in whole or in part for any reason, the shares which were covered by such option, but as to which the option had not been exercised, shall again be available under the Plan. Shares may be made available from authorized unissued or reacquired stock or partly from each. - 17 - 2 5. PARTICIPANTS The Committee shall determine and designate from time to time those key officers of the Company, and those directors who are not officers of the Company or employees of the Company's investor adviser ("non-officer directors"), who shall be eligible to participate in the Plan. 6. AWARDS UNDER THE PLAN (a) Generally. The Committee may award at any time an incentive stock option (within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) or a nonqualified stock option to a participant under the plan; provided, however, that only nonqualified stock options may be awarded to non-officer directors. (b) Awards to Officers. The Committee shall determine the number of shares to be offered from time to time to each optionee who is an officer of the Company. In making these determinations, the Committee shall take into account the past service of the optionee to the Company, that officer's present and potential contributions to the success of the Company and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan. The options shall contain such terms and conditions as the Committee shall deem advisable, including but not limited to being exercisable only in such installments as the Committee may determine. Options granted to different optionees or at different times need not contain similar provisions. (c) Awards to Non-Officer Directors. Each non-officer director, upon his or her election as a director of the Company, shall receive a one-time grant of an option to purchase thirteen thousand three hundred and thirty three (13,333) shares. A non-officer director shall receive no other award under this Plan. (d) Option Price. The price at which a share may be purchased upon the exercise of an option shall be equal to the current fair market value of the shares at the time an option is granted; provided, however, that with respect to incentive stock options granted to any holder of 10% or more of the Company's shares, the price shall not be less than 110% of such current fair market value. The day on which the Committee approves the granting of an option shall be considered the date on which such option is granted. (e) Option Period. Each stock option shall state the period or periods of time within which the option may be exercised, in whole or in part, by the optionee, which shall be such period or periods of time as may be determined by the Committee. Notwithstanding the foregoing, the option period of each option shall end, and the option shall cease to be exercisable, on the earliest of (i) the date specified in the option grant, (ii) ten years (or, in the case of incentive stock options awarded to a holder of 10% or more of the Company's shares, five years) from the date the option is granted, (iii) the last day of the three-month period beginning on the date on which the optionee ceases to be an officer or director of the Company for any cause other than death or total and permanent disability, or (iv) the first anniversary of the date on - 18 - 3 which the optionee ceases to be an officer or director of the Company as a result of the optionee's death or total and permanent disability. (f) Payment for Shares. Full payment for shares purchased shall be made at the time of exercising the option in whole or in part. Payment of the purchase price shall be made in cash (including check, bank draft or money order) or, if authorized by the Committee pursuant to paragraph 6(h) hereof, by a loan from the Company in accordance with paragraph 6(h). (g) Transferability of Options. Options shall not be transferable other than by will or the laws of descent and distribution and during an optionee's lifetime shall be exercisable only by the optionee. (h) Loans by the Company. Upon the exercise of any option, the Company may, at the request of the officer-optionee and subject to the approval of the Board of Directors, lend to such officer-optionee, as of the date of exercise, an amount equal to the exercise price of such option, provided that such loan (i) has a term of not more than ten years, (ii) becomes due within sixty days after the recipient of the loan ceases to be an officer of the Company, (iii) bears interest at a rate no less than the prevailing applicable federal rate at the time the loan is made, and (iv) is fully collateralized at all times, which collateral may include securities issued by the Company. Loan terms and conditions may be changed by the Committee to comply with applicable Internal Revenue Service and Securities and Exchange Commission regulations. (i) Effect of Change in Shares subject to the Plan. In the event there is any change in the shares of the Company through the declaration of stock dividends, or through recapitalization resulting in stock splits, or combinations or exchanges of shares, or otherwise, the number of shares available for option and the shares subject to any option and the option prices shall be appropriately adjusted. (j) General Restriction. Each option shall be subject to the requirement that, if at any time the Committee shall determine, at its discretion, that the listing, registration or qualification of the shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue or purchase of the shares thereunder, such option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Subject to the limitations of paragraph 6(e), no option shall expire during any period when the rights reserved hereby are invoked by the Committee, but shall be extended for such further period so as to afford the optionee a reasonable opportunity to exercise his option. - 19 - 4 7. AMENDMENT AND TERMINATION The Committee may modify, revise or terminate this Plan at any time and from time to time provided, however, that no modification or revision of any material provision of the Plan may be made without shareholder approval except for such modifications or revisions which are necessary in order to ensure that the options issued as incentive stock options under the Plan comply with section 422 or any successor provision of the Code, or other applicable law. The Plan shall terminate when the total amount of shares with respect to which options may be granted shall have been issued upon the exercise of options or by action of the Board of Directors pursuant to this paragraph, or on May 23, 2006, whichever shall occur first. 8. MISCELLANEOUS PROVISIONS (a) No optionee shall have rights as a shareholder with respect to shares covered by his option until the date of exercise of his option. (b) The granting of any option shall not impose upon the Company any obligation to appoint or to continue to appoint as an officer any optionee, and the right of the Company to terminate the employment of any officer or other employee shall not be diminished or affected by reason of the fact that an option has been granted to such optionee. (c) Options shall be evidenced by stock option agreements in such form and subject to the terms and conditions of this Plan as the Committee shall approve from time to time. Such stock option agreements shall contain such other provisions as the Committee in its discretion may deem advisable. (d) For purposes of this Plan, the fair market value of the shares shall be the average between the closing Bid and Asked price of the shares as quoted on the Nasdaq National Market for the business day preceding the date on which the option is awarded. If the Company's shares are traded on a major exchange, the price shall be the closing price of the Company's shares as reported in The Wall Street Journal for the business day preceding the date on which the option is awarded. (e) All options issued pursuant to the Plan shall be granted within ten years from the earlier of the date the amended Plan is adopted by the Board of Directors and the date the amended Plan is approved by the shareholders of the Company. (f) The aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by any optionee during any calendar year (under all incentive stock option plans of the Company, its parent and subsidiary corporations) shall not exceed $100,000. (g) No option may be issued if exercise of all warrants, options and rights of the Company outstanding immediately after issuance of such option would result in the issuance of voting securities in excess of 20% of the Company's outstanding voting securities. - 20 - 5 (h) Any notices given in writing shall be deemed given if delivered in person or by certified mail; if given to the Company at Allied Capital Advisers, Inc., 1666 K Street, NW, 9th floor, Washington, DC 20006; and, if to an optionee, in care of the optionee at his or her last known address. (i) This plan and all actions taken by those acting for the Plan shall be governed by the laws of the State of Maryland. (j) If an incentive stock option is issued and does not meet the terms of this plan, then it shall continue as a stock option but it will be a non-qualified stock option. (k) A leave of absence granted to an employee does not constitute an interruption in continuous employment for purposes of the Plan as long as the leave of absence does not extend beyond one year. (l) All costs and expenses incurred in the operation and administration of the Plan shall be borne by the Company. 9. CHANGE OF CONTROL In the event of a Change of Control (as hereinafter defined), all then-outstanding options will become fully vested and exercisable as of the Change of Control. For purposes of the Plan, "Change of Control" means the sale of substantially all of the Company's assets or the acquisition, whether directly, indirectly, beneficially (within the meaning of Rule 13d-3 of the 1934 Act), or of record, of securities of the Company representing twenty percent (20%) or more in the aggregate voting power of the Company's then-outstanding Common Stock by any "person" (within the meaning of Sections 13(d) and 14(d) of the 1934 Act), including any corporation or group of associated persons acting in concert, other than (i) the Company or its subsidiaries and/or (ii) any employee pension benefit plan (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974) of the Company or its subsidiaries, including a trust established pursuant to any such plan. - 21 - EX-5 3 LEGAL OPINION. 1 Exhibit 5 SUTHERLAND, ASBILL & BRENNAN, L.L.P. 1275 Pennsylvania Avenue, N.W. Washington, D.C. 20004 December 13, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Allied Capital Advisers, Inc. Incentive Stock Option Plan: Registration on Form S-8 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") of Allied Capital Advisers, Inc., a Maryland corporation (the "Company"), filed on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with a proposed offering by the Company to certain of its employees, officers and non-officer directors of shares of the Company's common stock, $.001 par value per share under the Allied Capital Advisers, Inc. Incentive Stock Option Plan (the "Plan"). Of the 1,999,580 shares being registered, 1,807,155 shares will be newly issued by the Company and will hereinafter be referred to as the "Shares." The remaining 192,425 shares constitute "restricted" shares and are being registered for resale by the holders thereof; no opinion is being expressed thereon. As counsel for the Company, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records or other documents as we have deemed relevant as a basis for our opinion hereinafter expressed. Where factual matters material to this opinion letter were not independently established, we have relied upon certificates and/or representations of current executive officers and responsible employees and agents of the Company and upon such other data as we deemed to be appropriate under the circumstances. This opinion is limited to the corporate laws of the State of Maryland and we express no opinion with respect to the laws of any other jurisdiction. With respect to the corporate laws of the State of Maryland, we have examined and relied upon the Corporation Law of the State of Maryland and the reported opinions of Maryland courts. - 22 - 2 Based upon and subject to the foregoing, it is our opinion that the Shares have been duly and validly authorized and, when issued pursuant to the offering and in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. SUTHERLAND, ASBILL & BRENNAN, L.L.P. By: /s/ STEVEN B. BOEHM -------------------------------------------- Steven B. Boehm - 23 - EX-23.A 4 CONSENT. 1 Exhibit 23(a) As independent public accountants, we hereby consent to the incorporation by reference of our report dated February 15, 1996 incorporated by reference in Allied Capital Advisers, Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this Registration on Form S-8. ARTHUR ANDERSEN LLP Washington, D.C. December 13, 1996 - 24 - -----END PRIVACY-ENHANCED MESSAGE-----