<PAGE> 1
As filed with the Securities and Exchange Commission on November 21, 1996
File No. 33-78044
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes.)
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __
[x] Post-Effective Amendment No. 2
ALLIED CAPITAL LENDING CORPORATION
Exact Name of Registrant as Specified in Charter
c/o Allied Capital Advisers, Inc.
1666 K Street, N.W., 9th Floor
Washington, D.C. 20006-2803
Address of Principal Executive Offices
Registrant's Telephone Number, including Area Code: (202) 331-1112
David Gladstone, Chairman and Chief Executive Officer
Allied Capital Advisers, Inc.
Washington, D.C. 20006-2803
Name and Address of Agent for Service
Copy to:
Steven B. Boehm, Esquire
Sutherland, Asbill & Brennan, L.L.P.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
Approximate Date of Proposed Public Offering:
From time to time after the effective date of the Registration Statement
If any securities being registered on this form are to 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)
[x] when declared effective pursuant to Section 8(c).
[ ] This form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, and the Securities
Act registration statement number of the earlier effective registration
statement for the same offering is ___-_______.
<PAGE> 2
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 to the registration statement on
Form N-2 under the Securities Act of 1933 (File No. 33-78044) (the
"Registration Statement") is being filed by Allied Capital Lending Corporation,
a Maryland corporation (the "Registrant"), for the purpose of removing from
registration any of the securities registered thereon which remain unsold at
the termination of the offering. As reflected in Pre-Effective Amendment No. 2
to the Registration Statement, which was filed with the U.S. Securities and
Exchange Commission (the "Commission") on December 9, 1994, the Registration
Statement registered the offering of 490,000 shares of the Registrant's common
stock, $0.0001 par value ("Shares").
Pursuant to Post-Effective Amendment No. 1 to the Registration
Statement, which was filed with the Commission on January 6, 1995, Allied
Capital Corporation, a Maryland corporation which was the owner of 1,580,000
Shares representing approximately 36% of the Registrant's outstanding common
stock, distributed 335,086 Shares on that date in the form of a dividend to its
common stockholders of record on December 30, 1994. No Shares have been
offered, sold, or otherwise distributed pursuant to the Registration Statement
subsequent to that transaction.
As a condition of relying on Rule 415 under the Securities Act of 1933
(the "1933 Act") to register securities for an offering to be made on a
continuous or delayed basis in the future, the Registrant furnished in Part C
of Pre-Effective Amendment No. 2 to the Registration Statement the undertaking
required by Item 33.4 of Form N-2. Pursuant to that undertaking, the
Registrant hereby removes from registration the 154,914 Shares that remain
unsold as of the date of filing hereof.
On November 7, 1996, the Registrant filed with the Commission another
registration statement on Form N-2 under the 1933 Act (File No. 333-15709),
which it intends to amend from time to time, to register an offering of Shares
that is separate and distinct from the offering covered by the Registration
Statement being amended hereby. The prospectus and statement of additional
information included in the November 7, 1996 registration statement, any
amendments thereto, and any adjustments thereof as filed with the Commission
pursuant to Rule 497 under the 1933 Act do not relate to the offering of
securities being removed from registration hereby.
According to Rule 478(a)(4) under the 1933 Act, all persons signing
the Registration Statement are deemed to have conferred upon the Registrant the
power to amend the Registration Statement by reducing the amount of securities
registered, pursuant to an undertaking contained in the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia, on the 20th
day of November, 1996.
ALLIED CAPITAL LENDING CORPORATION
/s/ Jon A. DeLuca
By: ------------------------
Jon A. DeLuca
Executive Vice President, Treasurer
and Chief Financial Officer
