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As filed with the Securities and Exchange Commission on October 14, 1997
File No. 333-15709
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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. 1
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
William L. Walton, Chairman and Chief Executive Officer
Allied Capital Advisers, Inc.
1666 K Street, N.W., 9th Floor
Washington, D.C. 20006-2803
Name and Address of Agent for Service
Copy to:
Steven B. Boehm, Esquire
Sutherland, Asbill & Brennan LLP
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 ___-_______.
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the registration statement on
Form N-2 under the Securities Act of 1933 (File No. 333-15709) (the
"Registration Statement") is being filed by Allied Capital Lending Corporation,
a Maryland corporation (the "Registrant"), for the purpose of removing from
registration the securities registered thereon which remain unsold at the
termination of the offering. As reflected in Pre-Effective Amendment No. 3 to
the Registration Statement ("Amendment No. 3"), which was filed with the U.S.
Securities and Exchange Commission (the "Commission") on December 19, 1996, the
Registration Statement registered the offering of 1,244,914 shares of the
Registrant's common stock, $0.0001 par value ("Shares"), by a selling
stockholder affiliated with the Registrant.
Using the definitive Prospectus Supplement, Prospectus, and Statement
of Additional Information dated December 20, 1996, Allied Capital Corporation,
a Maryland corporation which was then the owner of 1,244,914 Shares
representing approximately 24% of the Registrant's outstanding common stock,
sold 400,000 Shares on that date through an underwriter. 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 Amendment No. 3 the undertaking required by Item 33.4 of Form N-2 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.
Pursuant to that undertaking, the Registrant hereby removes from registration
the 844,914 Shares that remain unsold as of the date of filing hereof.
On September 26, 1997, the Registrant filed with the Commission
another registration statement on Form N-14 under the 1933 Act (File No.
333-36459), which it may 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 N-14 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 a
registration statement under the 1933 Act shall be deemed, in the absence of a
statement to the contrary, to confer 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. Because
the Registration Statement contained no such statement to the contrary, the
Registrant is deemed to have such power.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 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 13th
day of October, 1997.
ALLIED CAPITAL LENDING CORPORATION
/s/ Jon A. DeLuca
By:
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Jon A. DeLuca
Principal, Treasurer and Chief
Financial Officer
