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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Allied Capital Lending Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:*
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(2) Aggregate number of securities to which transaction applies:*
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:*
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(5) Total fee paid:*
Previously Paid
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[ ] Fee paid previously with preliminary materials.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:*
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(2) Form, schedule or registration statement no.:*
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(3) Filing party:*
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(4) Date filed:*
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* A registration fee in the amount of $215,064.34 was paid pursuant to a
registration statement on Form N-14 dated September 26, 1997 (333-36459)
(the "Registration Statement") whereby 46,606,867 shares of Allied Capital
Lending Corporation ("Allied Lending") were registered. The Registration
Statement relates to securities of Allied Lending issuable to holders of
common stock of Allied Capital Corporation, a Maryland corporation ("Allied
I"), Allied Capital Corporation II, a Maryland corporation ("Allied II"),
Allied Capital Commercial Corporation, a Maryland corporation ("Allied
Commercial"), and Allied Capital Advisers, Inc., a Maryland corporation
("Advisers"), in the proposed merger of Allied I, Allied II, Allied
Commercial, and Advisers into the Allied Lending (the "Merger").
Pursuant to Rule 457(f), the registration fee was computed on the basis of
the market value of Allied I, Allied II, Allied Commercial, and Advisers
common stock to be exchanged in the Merger, computed in accordance with Rule
457(c) on the basis of the high and low prices per share of such stock on
the Nasdaq National Market on September 23, 1997.
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ALLIED CAPITAL LENDING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints WILLIAM L. WALTON, GEORGE C. WILLIAMS
and TRICIA B. DANIELS, or any one of them, and each with full power of
substitution, to act as attorneys and proxies for the undersigned, to vote all
the shares of common stock of the Company which the undersigned is entitled to
vote at the Special Meeting of Stockholders of the Company to be held at The
Residence Inn by Marriott, 7335 Wisconsin Avenue, Bethesda, Maryland 20814 on
November 26, 1997, and at any and all adjournments or postponements thereof, as
indicated on the reverse side.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS LISTED. If any other
business is presented at the Special Meeting, this proxy will be voted by the
proxies in their best judgement, including a motion to adjourn or postpone the
Special Meeting to another time and/or place for the purpose of soliciting
additional proxies. At the present time, the Board of Directors knows of no
other business to be presented at the Special Meeting.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
(Continued on reverse side)
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A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSALS.
PLEASE MARK, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. The
undersigned acknowledges receipt from the Company prior to the execution of this
proxy of a Notice of Special Meeting of Stockholders and a Joint Proxy
Statement/Prospectus.
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<CAPTION>
FOR AGAINST ABSTAIN
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1. The Merger Proposal to approve and adopt the Merger [ ] [ ] [ ]
Agreement by and among Allied I, Allied II, Allied
Commercial, Allied Lending, and Advisers, and to effect
other related corporate matters, as described in the
Joint Proxy Statement/Prospectus.
<CAPTION>
FOR AGAINST ABSTAIN
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2. The Plan Proposal to adopt the ACC Stock Option Plan, [ ] [ ] [ ]
as described in the Joint Proxy Statement/Prospectus.
(TO BE VOTED UPON BY ALLIED LENDING STOCKHOLDERS ONLY)
</TABLE>
SIGNATURE: DATE:
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SIGNATURE: DATE:
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IF HELD JOINTLY
IMPORTANT: Please sign your name(s) exactly as shown hereon and date your proxy
in the blank provided. For joint accounts, each joint owner should
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If the signer is a
corporation or partnership, please sign in full corporate or
partnership name by duly authorized officer or partner.
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