<PAGE>
AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1997
SECURITIES ACT FILE NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
(CHECK APPROPRIATE BOX OR BOXES)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_] PRE-EFFECTIVE AMENDMENT NO.
[_] POST-EFFECTIVE AMENDMENT NO.
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MEDALLION FINANCIAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
205 EAST 42ND STREET, SUITE 2020, NEW YORK, NEW YORK 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 682-3300
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ALVIN MURSTEIN
CHIEF EXECUTIVE OFFICER
MEDALLION FINANCIAL CORP.
205 EAST 42ND STREET, SUITE 2020
NEW YORK, NEW YORK 10017
(NAME AND ADDRESS OF AGENT FOR SERVICE)
WITH COPIES TO:
STEVEN N. FARBER, ESQ. CHRISTOPHER E. MANNO, ESQ.
STANLEY KELLER, ESQ. WILLKIE FARR & GALLAGHER
PALMER & DODGE LLP 153 EAST 53RD STREET
ONE BEACON STREET NEW YORK, NEW YORK 10022
BOSTON, MASSACHUSETTS 02108 (212) 821-8000
(617) 573-0100
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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 [_]
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 333-24877.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES BEING BEING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value......... 575,000 $17.25 $9,918,750 $3,006
</TABLE>
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(1) Includes 75,000 shares which may be sold by the Company pursuant to an
option granted to the Underwriters solely to cover over-allotments, if
any.
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<PAGE>
This registration statement is being filed with respect to the registration
of additional shares of Common Stock, $.01 par value per share, of Medallion
Financial Corp., a Delaware corporation, for an offering pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
earlier effective registration statement (File No. 333-24877) are incorporated
in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 13TH DAY OF MAY, 1997.
Medallion Financial Corp.
/s/ Alvin Murstein
By: _______________________________
Alvin MursteinChairman and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSON IN THE CAPACITIES AND ON THE
DATES INDICATED.
NAME TITLE DATE
/s/ Alvin Murstein Chairman and Chief May 13, 1997
- ------------------------------- Executive Officer
Alvin Murstein (Principal Executive
Officer)
* Treasurer and Chief May 13, 1997
- ------------------------------- Financial Officer
Daniel F. Baker (Principal Financial and
Accounting Officer)
* Director May 13, 1997
- -------------------------------
Mario M. Cuomo
* Director May 13, 1997
- -------------------------------
Stanley Kreitman
* Director May 13, 1997
- -------------------------------
David L. Rudnick
* Director May 13, 1997
- -------------------------------
Benjamin Ward
*By /s/ Alvin Murstein
- -------------------------------
Alvin Murstein
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE PAGE
------- ----- ----
<C> <S> <C>
l. --Opinion and consent of Palmer & Dodge LLP.*
n.1 --Consent of Arthur Andersen LLP relating to its report
concerning Medallion Financial Corp. dated February 19, 1997.*
n.2 --Consent of Arthur Andersen LLP relating to its report
concerning Edwards Capital Company dated March 26, 1997.*
n.3 --Consent of Arthur Andersen LLP relating to its report
concerning Transportation Capital Corp. dated March 26, 1997.*
n.4 --Consent of Arthur Andersen LLP relating to its report
concerning Tri-Magna Corporation dated March 26, 1997.*
n.5 --Consent of Coopers & Lybrand LLP relating to its report
concerning Transportation Capital Corp. dated October 24,
1995.*
n.6 --Consent of Friedman, Alpren & Green LLP relating to its
report concerning Edwards Capital Company dated January 28,
1995.*
</TABLE>
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* Filed herewith.
<PAGE>
Exhibit 99.LA
[LETTERHEAD OF PALMER & DODGE LLP APPEARS HERE]
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
May 13, 1997
Medallion Financial Corp.
205 East 42nd Street
New York, NY 10017
Re: Registration Statement on Form N-2
Dear Sirs:
We are rendering this opinion in connection with the Registration Statement
on Form N-2 (the "Registration Statement") filed by Medallion Financial Corp.
(the "Company") with the Securities and Exchange Commission pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The Registration Statement
relates to up to 575,000 shares of the Company's Common stock, $0.01 par value
per share (the "Shares") registered in addition to the 4,025,000 shares
registered under the Company's registration statement (File No. 333-24877). We
understand that the Shares are to be offered and sold in the manner described in
the Registration Statement.
We have acted as your counsel in connection with the preparation of the
Registration Statement. We are familiar with the proceedings of the Board of
Directors and committees thereof in connection with the authorization, issuance
and sale of the Shares (the "Resolutions"). We have examined such other
documents as we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and delivered by the Company against payment
therefor at the price determined pursuant to the Resolutions, will be validly
issued, fully paid and non-assessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction. We have relied as to certain matters on information
obtained from public officials, officers of the Company and other sources
believed by us to be responsible.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under the caption
"Validity of the Shares" in the Prospectus filed as part thereof. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Palmer & Dodge LLP
Palmer & Dodge LLP
<PAGE>
EXHIBIT 99.N.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form N-2 of our report dated
February 19, 1997, on our audit of the consolidated financial statements of
Medallion Financial Corp., and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 13, 1997
<PAGE>
EXHIBIT 99.N.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form N-2 of our report dated March
26, 1997, on our audit of the financial statements of Edwards Capital Company,
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 13, 1997
<PAGE>
EXHIBIT 99.N.3
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form N-2 of our report dated March
26, 1997, on our audit of the financial statements of Transportation Capital
Corp., and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 13, 1997
<PAGE>
EXHIBIT 99.N.4
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form N-2 of our report dated March
26, 1997, on our audit of the consolidated financial statements of Tri-Magna
Corporation and Subsidiaries, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 13, 1997
<PAGE>
EXHIBIT 99.N.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Medallion Financial Corp. on Form N-2 of our report dated October 24, 1995, on
our audit of the Statement of Operations of Transportation Capital Corp. (a New
York corporation), and the related statements of shareholders' equity and cash
flows for the year ended December 31, 1994, which report is included in the
Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
May 13, 1997
<PAGE>
EXHIBIT 99.N.6
FRIEDMAN ALPREN & GREEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form N-2 of our report dated January
28, 1995, on our audit of the statement of income and the related statements of
changes in partners' capital and cash flows, of Edwards Capital Company for the
year ended December 31, 1994, and to all references to our Firm included in this
registration statement.
/s/ Friedman Alpren & Green LLP
FRIEDMAN ALPREN & GREEN LLP
New York, New York
May 13, 1997
