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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
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INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ALLIED CAPITAL LENDING CORPORATION
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(name of issuer)
COMMON STOCK, $.0001 PAR VALUE
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(title of class of securities)
019042 10 0
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(CUSIP number)
DAVID GLADSTONE, CHAIRMAN
c/o ALLIED CAPITAL ADVISERS, INC.
1666 K STREET, NW, 9TH FLOOR
WASHINGTON, DC 20006
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(name, address and telephone number of person authorized
to receive notices and communications)
DECEMBER 20, 1996
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(date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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13D
CUSIP No. 019042 10 0
<TABLE>
<S> <C>
1 Name(s) of reporting person(s) Allied Capital Corporation
SS or IRS identification number(s) of 53-0245085
person(s)
2 Check the appropriate box if a member of (a) [ ]
a group (see instructions) (b) [ ]
3 SEC USE ONLY
4 Source of funds (see instructions) OO
5 Check if disclosure of legal proceedings is [ ]
required pursuant to Item 2(d) or 2(e)
6 Citizenship or place of organization Maryland
Number of shares beneficially owned by each reporting person with:
7 Sole voting power 0
8 Shared voting power 844,914
9 Sole dispositive power 844,914
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by 844,914
each reporting person
12 Check if the aggregate amount in row 11 [ ]
excludes certain shares (see instructions)
13 Percent of class represented by amount in 16.5%
row 11
14 Type of reporting person CO
(see instructions)
</TABLE>
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This amends and supplements the statement on Schedule 13G filed by Allied
Capital Corporation (the "Filing Party") on February 14, 1994 and amended on
January 27, 1995 ("Amendment No. 1") relating to shares of common stock (the
"Common Stock") of Allied Capital Lending Corporation (the "Issuer").
The Filing Party had previously filed on Form 13G believing that the form was
available for use by business development companies. The Filing Party now files
this Form 13D in order summarize the previous transactions reported and to
report the disposition of certain shares of Common Stock on Form 13G. No change
has occurred as to the passive nature of the Filing Party's investment in the
Issuer.
Item 2. Identity and Background.
Allied Capital Corporation (the "Filing Party") is a closed-end
management investment company that has elected to be regulated
as a business development company. The Filing Party is
organized as a Maryland corporation. Its principal place of
business is located at the offices of Allied Capital Advisers,
Inc., the Filing Party's investment adviser, at 1666 K Street,
NW, 9th Floor, Washington, DC 20006.
The following are the principal occupations of the Filing
Party's executive officers, and the executive officers of the
Filing Party's investment adviser, Allied Capital Advisers,
Inc. (Advisers), all of whom are employees of Allied Capital
Advisers, Inc., and have their business address at Allied
Capital Advisers, Inc., 1666 K Street, NW, 9th Floor,
Washington, DC 20006. They are all citizens of the United
States.
DAVID GLADSTONE, Chairman and Chief Executive
Officer of Filing Party and Advisers.
JOAN M. SWEENEY, Executive Vice President of
Filing Party; President and Chief Operating Officer of
Advisers.
JON A. DELUCA, Executive Vice President, Chief
Operating Officer and Treasurer of Filing Party and
Advisers.
G. CABELL WILLIAMS III, Director, President and
Chief Operating Officer of Allied Capital Corporation;
Executive Vice President of Advisers.
JOHN M. SCHEURER, Executive Vice President of
Advisers.
KATHERINE C. MARIEN, Executive Vice President of
Advisers.
The following are the principal occupations and addresses of
the Filing Party's directors, all of whom are citizens of the
United States:
GEORGE C. WILLIAMS, Financial consultant, 8229 Burning
Tree Road, Bethesda, MD 20817; Director of the Filing
Party and Advisers.
JOSEPH A. CLORETY III, President, Clorety & Co., Inc.,
2183 Hallmark Drive, Gambrills, MD 21054.
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MICHAEL I. GALLIE, Principal, The Millennium
Group, 300 M Street, SW, Suite 701, Washington, DC
20024.
WARREN K. MONTOURI, President, Warren K,
Montouri, Inc., 2440 Virginia Avenue, NW, Suite D801,
Washington, DC 20037.
GUY T. STEUART II, President, Steuart Investment
Corporation, 5454 Wisconsin Avenue, Suite 1600, Chevy
Chase, MD 20815.
T. MURRAY TOOMEY, ESQ., Attorney at Law, The
Offices of T. M. Toomey, 4701 Sangamore Road,
Bethesda, MD 20816.
The following are the principal occupations and addresses of
Advisers' directors, all of whom are citizens of the United
States:
WILLIAM L. WALTON, President, Education
Partners, Inc., 401 N. Michigan, Suite 3370, Chicago,
IL 60611; Director of Advisers; President of Allied
Capital Corporation II.
SWEP T. DAVIS, President, Tyone Partners LLC
(investment firm), 33 Witherspoon, Suite 200,
Princeton, NJ 08542.
BROOKS H. BROWNE, President, Environmental
Enterprises Assistance Fund, 1901 N. Moore Street,
Suite 1004, Arlington, VA 22209.
ROBERT E. LONG, Chairman and Chief Executive Officer,
Business News Network, Inc., 99 Canal Center Plaza,
Suite 220, Alexandria, VA 22314.
Pursuant to parts (d) and (e) of this Item, neither the Filing
Party nor any of its executive officers or directors, nor any
of the executive officers or directors of the Filing Party's
investment adviser, have anything to disclose.
Item 3. Source and Amount of Funds or Other Consideration.
The Filing Party is the former parent company of the Issuer and
owned 100% of the Issuer's then-outstanding common stock until
November 1993, when the Issuer completed its initial public
offering. Therefore, no consideration was paid per se for the
shares currently held by the Filing Party. Since all
transactions in the Issuer's Common Stock by the Filing Party
have been dispositions, no funds were used and no source of
funds has been reported.
Item 4. Purpose of Transaction.
At the time of the initial public offering, the Filing Party
sold a portion of its shares in a registered transaction, and
retained a total of 1,580,000 shares of Common Stock. As a
condition of an order of the Securities and Exchange Commission
(the "Commission") under the Investment Company Act of 1940
(the "Order"), the Filing Party has undertaken to divest itself
of these shares by no later than December 31, 1998. The sales
of Common Stock of the Issuer by the Filing Party are pursuant
to this Order.
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Item 5. Interest in Securities of the Issuer.
Following the distribution of an aggregate of 335,086 shares of
Common Stock to holders of the Filing Party's common stock as
of December 30, 1994 (which distribution was effected on
January 6, 1995), the Filing Party beneficially owned an
aggregate of 1,244,914 shares of Common Stock.
Following the sale of 400,000 shares of Common Stock on
December 20, 1996 pursuant to a registration statement on Form
N-2 (file No. 333-15709), the Filing Party beneficially owned
an aggregate of 844,914 shares of Common Stock. These 844,914
shares have been registered on the same registration statement,
and may be sold on a delayed or continuous basis pursuant to
Rule 415 to or through underwriters, pursuant to Rule 144, or
otherwise as to be determined on terms and at prices also to be
determined. As of the date hereof, none of such shares have
been sold and no agreement for any such sales have been made.
Number of shares as to which the Filing Party has:
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<S> <C> <C>
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE: None 0%
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE: 844,914 shares* 16.5%*
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF: 844,914 shares 16.5%
(iv) SHARED POWER TO DISPOSE OF OR TO DIRECT
THE DISPOSITION OF: None 0%
* see Item 6 below.
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer. Pursuant to the
Order, the Filing Party must vote its shares of Common Stock
only in the same proportion as the other shares of Common Stock
are voted by the other stockholders of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Excerpted condition from the Order describing the
requirement of the Filing Party to vote its shares in
proportion to the other shares of the Issuer's Common
Stock.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth in
this amendment is true, complete and correct.
Dated: January 23, 1997
ALLIED CAPITAL CORPORATION
By: /s/ G. Cabell Williams III
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G. Cabell Williams, III
President and Chief Operating Officer
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EXHIBIT A.
Excerpt from Securities and Exchange Commission File #812-8556:
APPLICANTS' CONDITIONS
1. From and after the sale of the shares authorized by the order, Allied
Capital will vote its remaining shares of Allied Lending only in the same
proportion as are voted the shares of Allied Lending's other shareholders, and
will divest itself of all of its remaining shares of Allied Lending by no later
than December 31, 1998.
