<PAGE> 1
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 [ ]
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ALLIED CAPITAL LENDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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[ALLIED CAPITAL LOGO]
Allied Capital Corporation
Allied Capital Corporation II
Allied Capital Commercial Corporation
Allied Capital Lending Corporation
Allied Capital Advisers, Inc.
November 18, 1997
Dear Stockholder:
I am pleased to report that, since the announcement of the merger of the five
Allied Capital companies, the combined market value has increased by more than
28%. We believe this rise in value is directly related to the market's
recognition of the merged company's prospects for increasing assets, earnings
and dividends to stockholders.
However, the market appreciation that has occurred since the announcement of
the merger may not be sustained unless two-thirds of all the shares outstanding
of each Allied Capital company are voted in favor of the merger, and a number
of shares have not yet been voted.
As a significant stockholder, you are in a position to make a difference.
Unfortunately, we have not received your vote and we are just days away from
the November 26, 1997 Special Meeting of Stockholders to approve the merger.
By voting your shares now, you will help us to avoid having to adjourn the
stockholder meeting. Please take a moment now to vote your shares.
WE ENCOURAGE YOU TO VOTE AND RETURN YOUR CARD IN THE ENCLOSED FEDERAL EXPRESS
ENVELOPE. SHOULD YOU REQUIRE ASSISTANCE IN ARRANGING A PICKUP, PLEASE CALL
TOLL FREE (800) 221-5724, EXTENSION 405. OPERATORS ARE AVAILABLE TO ASSIST YOU
MONDAY THROUGH FRIDAY BETWEEN THE HOURS OF 9:00 AM AND 11:00 PM EASTERN TIME,
AND SATURDAY BETWEEN 12:00 PM AND 6:00 PM EASTERN TIME.
If you hold more than one account or have positions in more than one Allied
Capital company, you may have received multiple proxy cards. PLEASE VOTE WITH
EACH PROXY CARD YOU HAVE RECEIVED.
If you have questions about the merger proposal, you are encouraged to contact
our Investor Relations Department toll free at (888) 818-5298 or alternatively
at (202) 331-1112. Your prompt attention is appreciated.
Sincerely,
/s/ William L. Walton
William L. Walton
Chief Executive Officer
<PAGE> 3
[ALLIED CAPITAL LOGO]
Allied Capital Corporation
Allied Capital Corporation II
Allied Capital Commercial Corporation
Allied Capital Lending Corporation
Allied Capital Advisers, Inc.
November 18, 1997
Dear Stockholder:
I am pleased to report that, since the announcement of the merger of the five
Allied Capital companies, the combined market value has increased by more than
28%. We believe this rise in value is directly related to the market's
recognition of the merged company's prospects for increasing assets, earnings
and dividends to stockholders.
However, the market appreciation that has occurred since the announcement of
the merger may not be sustained unless two-thirds of all the shares outstanding
of each Allied Capital company are voted in favor of the merger, and a number
of shares have not yet been voted.
As a significant stockholder, you are in a position to make a difference.
Unfortunately, we have not received your vote and we are just days away from
the November 26, 1997 Special Meeting of Stockholders to approve the merger.
By voting your shares now, you will help us to avoid having to adjourn the
stockholder meeting. Please take a moment now to vote your shares.
WE ENCOURAGE YOU TO VOTE BY TELEPHONE. SIMPLY CALL TOLL FREE (800) 221-5724,
EXTENSION 405. OPERATORS ARE AVAILABLE TO TAKE YOUR VOTE MONDAY THROUGH FRIDAY
BETWEEN THE HOURS OF 9:00 AM AND 11:00 PM EASTERN TIME, AND SATURDAY BETWEEN
12:00 PM AND 6:00 PM EASTERN TIME.
If a telephone vote is inconvenient, we have provided two additional methods by
which you may register your vote:
By Fax: Fax your executed proxy card(s) to us toll free at
(800) 733-1885 anytime.
By Federal Express: Return your executed proxy card(s) in the enclosed
Federal Express envelope. There is no charge to you
for this service. If you need to arrange a pickup
for your outgoing package, please call (800)
221-5724, extension 405.
If you hold more than one account or have positions in more than one Allied
Capital company, you may have received multiple proxy cards. PLEASE VOTE WITH
EACH PROXY CARD YOU HAVE RECEIVED.
If you have questions about the merger proposal, you are encouraged to contact
our Investor Relations Department toll free at (888) 818-5298 or alternatively
at (202) 331-1112. Your prompt attention is appreciated.
Sincerely,
/s/ William L. Walton
William L. Walton
Chief Executive Officer
