<PAGE> 1
As filed with the Securities and Exchange Commission on March 21, 1997
Registration No. 333-
-----
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Allied Capital Lending Corporation
(Exact name of registrant as specified in its charter)
Maryland 52-1081052
- ------------------------------- ------------------------------------
(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 Lending Corporation Stock Option Plan
(Full title of the plan)
Katherine C. Marien
c/o Allied Capital Advisers, Inc.
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
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities to be be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Unit Price
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock 504,860 16 8,077,760* $2,447.81
==========================================================================================================
</TABLE>
*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 is based upon the average of the high and
low price per share of Allied Capital Lending Corporation Common Stock on the
Nasdaq National Market System on March 18, 1997.
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.
<PAGE> 2
PART II
Form S-8.
Item 3. Incorporation of Documents by Reference
The Registrant, Allied Capital Lending Corporation (the "Company"),
and the Allied Capital Lending Corporation Stock Option Plan (the "Plan")
incorporate herein by reference the documents listed in (a) through (c) below:
(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 and the Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1996;
(b) All other reports of the Company 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 the Company's common stock contained in the
registration statement on Form 8-A filed by the Company on
November 12, 1993.
All reports and documents subsequently filed with the Securities and
Exchange Commission (the "Commission") by the Company 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. 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.
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 the Company
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 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
- 2 -
<PAGE> 3
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 Articles of Incorporation of the Company contain a
provision limiting the liability of its directors and officers to the Company
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. The Company's Articles of Incorporation require the Company 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
Not applicable.
Item 8. Exhibits
See Exhibit Index.
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
- 3 -
<PAGE> 4
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.
(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 Jon A. DeLuca and Katherine
C. Marien, 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
Lending Corporation 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.
- 4 -
<PAGE> 5
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 18th day of March, 1997.
ALLIED CAPITAL LENDING CORPORATION
By: /s/Katherine C. Marien
--------------------------
Name: Katherine C. Marien
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.
<TABLE>
<S> <C> <C>
/s/William L. Walton Chairman and March 18, 1997
- --------------------------------- Chief Executive Officer
William L. Walton (Principal Executive Officer)
/s/Katherine C. Marien Director, President, and March 18, 1997
- --------------------------------- Chief Operating Officer
Katherine C. Marien
/s/Jon W. Barker Director March 18, 1997
- ---------------------------------
Jon W. Barker
/s/Eleanor Deane Bierbower Director March 18, 1997
- ---------------------------------
Eleanor Deane Bierbower
/s/Robert V. Fleming II Director March 18, 1997
- ---------------------------------
Robert V. Fleming II
/s/Arthur H. Keeney III Director March 18, 1997
- ---------------------------------
Arthur H. Keeney III
/s/Anthony T. Garcia Director March 18, 1997
- ---------------------------------
Anthony T. Garcia
/s/ Director ____________
- ---------------------------------
Robin B. Martin
/s/George C. Williams Director March 18, 1997
- ---------------------------------
George C. Williams
/s/Jon A. DeLuca Executive Vice President March 18, 1997
- --------------------------------- and Chief Financial
Jon A. DeLuca Officer (Principal
Financial and Accounting Officer)
</TABLE>
- 5 -
<PAGE> 6
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 Lending Corporation Stock Option Plan, thereunto duly
authorized in the City of Washington, District of Columbia, on the 18th day of
March, 1997.
Allied Capital Lending Corporation
Stock Option Plan
By: /s/Eleanor Deane Bierbower
------------------------------------------------
Eleanor Deane Bierhower, Chairman of Allied Capital
Lending Corporation Compensation Committee
- 6 -
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Name
<S> <C>
4 Allied Capital Lending Corporation Stock Option Plan
5 Opinion of Sutherland, Asbill & Brennan, L.L.P.
15 Omitted -- Not applicable
23 (a) Consent of Matthews, Carter and Boyce P.C.
(b) Consent of Counsel -- See Exhibit 5.
24 Powers of Attorney
These documents form part of the
Signature Pages.
</TABLE>
- 7 -
<PAGE> 1
Exhibit 4
ALLIED CAPITAL LENDING CORPORATION
STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of this Stock Option Plan (this "Plan") is to advance the
interests of Allied Capital Lending Corporation (the "Company") by providing to
directors of the Company and to officers of the Company who have substantial
responsibility for the direction and management of the Company 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 and directors without this
compensation. Options granted under this Plan may qualify as "incentive stock
options," as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. ADMINISTRATION
This Plan shall be administered by a committee (the "Committee")
comprised of at least two (2) members of the Company's Board of Directors who
each shall (a) be a "disinterested person," as defined in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended, (b) have no
financial interest in grants of stock options to officers of the Company under
this Plan and (c) not be an "interested person," as defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (the "Act"), of the Company.
The Committee shall interpret this Plan and, to the extent and in the manner
contemplated herein, shall exercise the discretion reserved to it hereunder.
The Committee may prescribe, amend and rescind rules and regulations relating
to this Plan and to make all other determinations necessary for its
administration. The decision of the Committee on any interpretation of this
Plan or administration hereof, if in compliance with the provisions of the Act
and regulations promulgated thereunder, shall be final and binding with respect
to the Company, any optionee or any person claiming to have rights as, or on
behalf of, any optionee.
3. SHARES SUBJECT TO THE PLAN
The shares subject to option and the other provisions of this Plan
shall be shares of the Company's common stock, par value $.0001 per share
("shares"). Subject to the provisions hereof concerning adjustment, the total
number of shares which may be purchased upon the exercise or surrender of stock
options granted under this Plan shall not exceed 504,860 shares, which includes
all shares with respect to which options have been granted or surrendered for
payment in cash or other consideration pursuant to this Plan or predecessor
forms of this Plan. 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 this Plan. Shares may be made available from authorized, unissued or
reacquired stock or partly from each.
4. PARTICIPANTS
(a) Officers. The Committee shall determine and designate from time
to time those key officers of the Company who shall be eligible to participate
in this Plan. The Committee shall also determine the number of shares to be
offered from time to time to each optionee. In making these determinations,
the Committee shall take into account the past service of each such officer to
the Company, the present and potential contributions of such officer to the
success of the Company and such other factors as the Committee shall deem
relevant in connection with accomplishing the purposes of this Plan; provided
that the Committee shall determine that each grant of options to an optionee,
the number of shares offered thereby and the terms of such option are in the
best interests of the Company and its shareholders. The date on which the
Committee approves the grant of any option to an officer of the Company shall
be the date of issuance of such option; provided, however, that if (1) any such
action by the Committee does not constitute approval thereof by both (A) a
majority of the Company's directors who each has no financial
<PAGE> 2
interest in such action and (B) a majority of the Company's directors who each
is not an "interested person" [as defined in Section 2(a)(19) of the Act] of
the Company and (2) such approval is then required by Section 61(a)(3)(B)(I)(I)
of the Act, then the grant of any option by such action shall not be effective,
and there shall be no issuance of such option, until there has been approval of
such action by (A) a majority of the Company's directors who each has no
financial interest in such action and (B) a majority of the Company's directors
who each is not an "interested person" of the Company, on the basis that such
action is in the best interests of the Company and its shareholders, and the
last date on which such required approval is obtained shall be the date of
issuance of such option. The agreement documenting the award of any option
granted pursuant to this paragraph 4(a) 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.
(b) Non-Officer Directors. A one-time grant of options in accordance
with the provisions of this paragraph (b) shall be made to each director of the
Company who is not an officer of the Company or of the Company's investment
adviser (a "non-officer director") who is serving at the later of (I) the date
on which the proposal to make grants of options to non-officer directors is
approved by the shareholders of the Company or (ii) the date on which the
issuance of options pursuant to this Plan to non-officer directors is approved
by order of the Securities and Exchange Commission pursuant to Section
61(a)(3)(B)(I)(II) of the Act. After the later of such dates, a one-time grant
of options in accordance with the provisions of this paragraph (b) shall be
made to each non-officer director [other than any non-officer director who
received a grant pursuant to the first sentence of this paragraph (b)] upon his
or her initial election as a director of the Company. Each grant pursuant to
this paragraph (b) shall award the non-officer director an option to purchase
ten thousand (10,000) shares at a price equal to the current fair market value
of the shares at the date of issuance of such option; provided, that if any
non-officer director then holds ten percent (10%) or more of the outstanding
shares, the exercise price of such option shall not be less than one hundred
ten percent (110%) of such current fair market value. The agreement
documenting the award of any option granted pursuant to this paragraph 4(b)
shall contain such terms and conditions as the Committee shall deem advisable;
provided, however, that any such option shall vest in three annual installments
(so that the recipient can first exercise the option with respect to not more
than 3,333 shares on or after the date of issuance of such option, can exercise
the option with respect to not more than an additional 3,333 shares on or after
the first anniversary of the date of issuance of such option and can exercise
such option with respect to the all of the shares covered thereby on or after
the second anniversary of the date of issuance of such option).
(c) General. Agreements evidencing options granted to different
optionees or at different times need not contain similar provisions.
5. OPTION PRICE
Shares shall be optioned from time to time at a exercise price not
less than the current fair market value of the shares at the date of issuance
of an option; provided, that the exercise price of any option granted to a
holder of 10% or more of the Company's shares shall not be less than 110% of
such current fair market value. Notwithstanding the foregoing, the option
price shall not be below the original $15.00 offering price of the shares in
the Company's initial public offering.
6. OPTION PERIOD
Each option agreement shall state the period or periods of time within
which the subject 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; provided, that the option period shall not exceed ten years from the
date of issuance of the option and shall not exceed five years if the option is
granted to a holder of 10% or more of the Company's shares.
7. 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,
<PAGE> 3
if authorized pursuant to paragraph 9 hereof, by a loan from the Company in
accordance with paragraph 9.
8. 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.
9. LOANS BY THE COMPANY
Upon the exercise of any option, the Company, at the request of an
officer-optionee, and subject to the approval of both (a) a majority of the
Company's directors who each has no financial interest in such loan and (b) a
majority of the Company's directors who each is not an "interested person" [as
defined in Section 2(a)(19) of the Act] of the Company on the basis that such
loan is in the best interests of the Company and its stockholders (whether such
approval is by the Committee or otherwise), may 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 (a) shall have a term of not more than ten
years, (b) shall become due within sixty days after the recipient of the loan
ceases to be an officer of the Company, (c) shall bear interest at a rate no
less than the prevailing rate applicable to 90-day United States Treasury bills
at the time the loan is made, and (d) shall be 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
IRS and SEC regulations.
10. TERMINATION OF OPTION
All rights to exercise options shall terminate sixty days after any
optionee ceases to be a director or an officer of the Company for any cause
other than death or total and permanent disability.
11. RIGHTS IN THE EVENT OF TERMINATION OF SERVICE
If an optionee's service as a director or officer is terminated for
any reason other than death or total and permanent disability prior to
expiration of his or her option and before such option is fully exercised, the
optionee shall have the right to exercise the options during the balance of the
60-day period referred to in paragraph 10.
12. RIGHTS IN THE EVENT OF TOTAL AND PERMANENT DISABILITY OR DEATH
If an optionee becomes totally and permanently disabled or dies prior
to expiration of the option without having fully exercised it, he or the
executors or administrators or legatees or distributees of the estate, as the
case may be, shall, have the right, from time to time within one year after the
optionee's total and permanent disability or death and prior to the expiration
of the term of the option, to exercise the option in whole or in part, as
provided in the respective option agreement.
13. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
Subject to any required action by the shareholders of the Company and
the provisions of applicable corporate law, the number of shares of represented
by the unexercised portion of an option, the number of shares which has been
authorized or reserved for issuance hereunder, and the number of shares covered
by any applicable vesting schedule hereunder, as well as the exercise price of
a share represented by the unexercised portion of an option, shall be
proportionately adjusted for (a) a division, combination or reclassification of
any of the shares of common stock of the Company or (b) a dividend payable in
shares of common stock of the Company.
14. GENERAL RESTRICTION
Each option shall be subject to the requirement that, if at any time
the Board of Directors 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
<PAGE> 4
obtained free of any conditions not acceptable to the Company. Subject to the
limitations of paragraph 6, no option shall expire during any period when
exercise of such option has been prohibited by the Board of Directors, but
shall be extended for such further period so as to afford the optionee a
reasonable opportunity to exercise his option.
15. 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 a director or officer any
optionee, and the right of the Company to terminate the employment of any
officer or other employee, or service of any director, 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, consistent with the provisions of this Plan. Such
stock option agreements may 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 closing sales price of the stock as quoted on the National
Association of Securities Dealers Automated Quotation System for the date of
issuance of such option, as provided herein. If the Company's shares are
traded on an exchange, the price shall be the closing price of the Company's
stock as reported in The Wall Street Journal for such date of issuance of an
option.
(e) The aggregate fair market value (determined as of the date of
issuance of an option) of the shares with respect to which an option, or
portion thereof, intended to be an incentive stock option is exercisable for
the first time by any optionee during any calendar year (under all incentive
stock option plans of the Company and subsidiary corporations) shall not exceed
$100,000.
(f) All options issued pursuant to this Plan shall be granted within
ten years from the earlier of the date of adoption of this Plan (or any
amendment thereto requiring shareholder approval pursuant to the Code) or the
date this Plan (or any amendment thereto requiring shareholder approval
pursuant to the Code) is approved by the shareholders of the Company.
(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.
(h) A leave of absence granted to an employee does not constitute an
interruption in continuous employment for purposes of this Plan as long as the
leave of absence does not extend beyond one year.
(i) 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 Lending
Corporation, 1666 K Street, N.W., 9th Floor, Washington, D.C. 20006; and, if to
an optionee, in care of the optionee at his or her last known address.
(j) This Plan and all actions taken by those acting under this Plan
shall be governed by the substantive laws of Maryland without regard to any
rules regarding conflict-of-law or choice-of-law.
(k) All costs and expenses incurred in the operation and
administration of this Plan shall be borne by the Company.
16. AMENDMENT AND TERMINATION
<PAGE> 5
The Board of Directors 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 this Plan may be made without shareholder
approval except for such modifications or revisions which are necessary in
order to ensure the options issued as incentive stock options under this Plan
comply with Section 422 or any successor provision of the Code, applicable
provisions of the Act or any exemptive order therefrom issued to the Company in
connection with this Plan, Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended, or other applicable law. This Plan shall terminate
when all shares reserved for issuance hereunder have been issued upon the
exercise of options, by action of the Board of Directors pursuant to this
paragraph, or on February 18, 2004, whichever shall first occur.
17. EFFECTIVE DATE OF THE PLAN
This Plan shall become effective upon (1) adoption by the Board of
Directors and (2) approval of this Plan by the shareholders of the Company.
18. AMENDMENT HISTORY
<TABLE>
<S> <C>
Date of plan adoption by the Board of Directors September 7, 1993
Date of amendment adoption by the Board of Directors February 18, 1994
Date of amendment approval by shareholders May 20, 1994
Date of approval by Securities and Exchange Commission December 26, 1995
Date of amendment adoption by the Board of Directors February 15, 1996*
</TABLE>
*(to be submitted to shareholders at May 1997 annual meeting)
<PAGE> 1
Exhibit 5
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
March 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Allied Capital Lending Corporation 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 Lending Corporation, 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 504,860 shares of the
Company's common stock, $0.0001 par value per share (the "Shares"), under the
Allied Capital Lending Corporation Stock Option Plan (the "Plan").
As counsel for the Company, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such corporate
records and 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
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.
Based upon and subject to the foregoing, it is our opinion
that the Shares have been duly and validly authorized and, when issued and paid
for 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
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Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent accountants we hereby consent to the incorporation by reference
in this registration statement on Form S-8, of our report dated February 2,
1996 incorporated by reference in Allied Capital Lending Corporation's Form
10-K for the year ended December 31, 1995 and to all references to our Firm
included in such registration statement.
MATTHEWS, CARTER AND BOYCE, P.C.
McLean, Virginia
March 20, 1997
