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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 12, 1997
ALLIED CAPITAL LENDING CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Maryland 814-138 52-1081052
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
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<S> <C>
c/o Allied Capital Advisers, Inc., 1666 K Street, N.W., 9th Floor / Washington, D.C. 20006-2803
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(Address of Principal Executive Offices) (Zip Code)
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(202) 331-1112
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(Registrant's Telephone Number, Including Area Code)
(Not applicable)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
A. RESIGNATION OF FORMER CERTIFYING ACCOUNTANT
Matthews, Carter and Boyce, P.C. ("MCB") has served as the independent
accountant to audit the consolidated financial statements of the registrant,
Allied Capital Lending Corporation ("Allied Lending") for each of the two most
recent years ended December 31, 1996 and December 31, 1995. On December 12,
1997, the board of directors of Allied Lending accepted the resignation of MCB
as independent accountant of Allied Lending and its subsidiaries, subject to the
consummation of a proposed merger of Allied Capital Corporation ("Allied I"),
Allied Capital Corporation II ("Allied II"), Allied Capital Commercial
Corporation ("Allied Commercial") and Allied Capital Advisers, Inc. ("Advisers")
with and into Allied Lending in a stock-for-stock merger (the "Merger"). The
resignation of MCB will become effective upon the consummation of the Merger. On
November 26, 1997, the stockholders of each of Allied Lending, Allied I, Allied
II, Allied Commercial and Advisers (collectively, the "Companies"), voting
separately, voted to approve the Agreement and Plan of Merger, dated as of
August 14, 1997, as amended and restated as of September 19, 1997, by and among
the Companies and the transactions contemplated thereby, including the Merger.
It is anticipated that the Merger will be consummated on December 31, 1997.
MCB's report on the consolidated financial statements for Allied Lending
for either of the two years ended December 31, 1996 and December 31, 1995 did
not contain an adverse opinion or a disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope or accounting principles. During the
years ended December 31, 1996 and December 31, 1995, and the subsequent interim
period through December 12, 1997, there were no disagreements with MCB on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of MCB, would have caused MCB to make reference to the subject
matter of the disagreements in connection with MCB's report on Allied Lending's
consolidated financial statements. In addition, Allied Lending believes that
there were no such events as described under Item 304(a)(1)(v) of Regulation S-K
during the years ended December 31, 1996 and December 31, 1995, and the
subsequent interim period through December 12, 1997.
Pursuant to Item 4(b) of Form 8-K and Item 304(a)(3) of Regulation S-K,
Allied Lending provided MCB with a copy of this Form 8-K report on December 12,
1997. Allied Lending requested that MCB review the disclosure concerning MCB in
this Item 4 and that MCB furnish a letter addressed to the Securities and
Exchange Commission (the "Commission") that provides any additional information,
affords any clarification of Allied Lending's expression of MCB's views, and
states whether or not MCB agrees with the statements of Allied Lending made in
this Item 4 response to Item 304(a)(1) of Regulation S-K. MCB has reviewed the
information in this Form 8-K and has advised Allied Lending that it does not
have any new information or clarification of Allied Lending's views and that it
agrees with the statements of Allied Lending made in this Form 8-K. A copy of
the letter from MCB to the Commission, dated December 15, 1997, is attached
hereto as Exhibit 16.
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B. ENGAGEMENT OF NEW CERTIFYING ACCOUNTANT
On December 12, 1997, the board of directors voted to engage the firm of
Arthur Andersen LLP ("Arthur Andersen") as the independent accountant of Allied
Lending and its subsidiaries for the year ending December 31, 1997, subject to
the consummation of the Merger. This appointment was unanimously approved by
vote of the board of directors of Allied Lending, cast in person, at a meeting
of the board of directors called for this purpose held on December 12, 1997. The
board based its selection of Arthur Andersen on the board's determination that a
nationally recognized accounting firm would be more appropriate to serve as the
independent accountant of Allied Lending and its subsidiaries. Allied Lending
has not been informed by Arthur Andersen that the change in independent
accountant will result in any change in accounting principles.
At no time during Allied Lending's two most recent years ended December
31, 1996 and December 31, 1995, nor during the subsequent interim period through
December 12, 1997, nor at any other time prior to Arthur Andersen's appointment,
had Allied Lending, or someone on its behalf, consulted with Arthur Andersen
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, nor with respect to the type of audit
opinion that might be rendered on Allied Lending's financial statements, nor
with respect to any matter that was the subject of a "disagreement," as defined
in Item 304(a)(1)(iv) and the related instructions of Regulation S-K or a
"reportable event," as described in Item 304(a)(1)(v) of Regulation S-K.
Pursuant to Item 4(b) of Form 8-K and Item 304(a)(2) of Regulation S-K,
Allied Lending provided Arthur Andersen with a copy of this Form 8-K report on
December 12, 1997. Allied Lending requested that Arthur Andersen review the
disclosure concerning Arthur Andersen in this Item 4 and also provided Arthur
Andersen the opportunity to furnish Allied Lending with a letter addressed to
the Commission that contains any new information, clarification of Allied
Lending's expression of Arthur Andersen's views, or the respects in which Arthur
Andersen does not agree with the statements made by Allied Lending in this Item
4 response to Item 304(a) of Regulation S-K. Arthur Andersen has reviewed the
information in this Form 8-K and has advised Allied Lending that it does not
have any new information or clarification of Allied Lending's views and that it
agrees with the statements of Allied Lending made in this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
Exhibit 16 - Letter to the Commission from Matthews, Carter and
Boyce, P.C. regarding resignation of certifying
accountant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly
authorized.
ALLIED CAPITAL LENDING CORPORATION
Date: December 16, 1997 By: /s/ William L. Walton
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William L. Walton
Chairman of the Board
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit 16 - LETTER TO THE COMMISSION FROM MATTHEWS, CARTER AND
BOYCE, P.C. REGARDING RESIGNATION OF CERTIFYING
ACCOUNTANTS.
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EXHIBIT 16
[MATTHEWS, CARTER AND BOYCE, P.C. LETTERHEAD]
December 15, 1997
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Commissioners:
We have read the statements made by Allied Capital Lending Corporation ("Allied
Lending") (copy attached), which we understand will be filed with the
Commission, pursuant to Item 4 of Form 8-K, as part of Allied Lending's Form
8-K report dated December 12, 1997. We agree with the statements concerning
our Firm in such Form 8-K in Item 4.
Very truly yours,
MATTHEWS, CARTER AND BOYCE
/s/ Olaf C. Haug
Olaf C. Haug
Enclosures
cc: Joan M. Sweeney/Allied Lending
Jon A. DeLuca/ Allied Lending
