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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 31, 1997
ALLIED CAPITAL 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)
1666 K Street, N.W., 9th Floor / Washington, D.C. 20006-2803
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(Address of Principal Executive Offices) (Zip Code)
(202) 331-1112
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(Registrant's Telephone Number, Including Area Code)
Allied Capital Lending Corporation
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1997, pursuant to the Agreement and Plan of Merger, dated as of
August 14, 1997, as amended and restated as of September 19, 1997 (the "Merger
Agreement"), Allied Capital Corporation ("Allied I"), Allied Capital Corporation
II ("Allied II"), Allied Capital Commercial Corporation ("Allied Commercial")
and Allied Capital Advisers, Inc. ("Advisers"), each a Maryland corporation,
merged with and into the Registrant, and as of that date the Registrant changed
its name from "Allied Capital Lending Corporation" to "Allied Capital
Corporation."
Pursuant to the Merger Agreement, at the effective time of the merger each share
of common stock of Allied I, Allied II, Allied Commercial and Advisers was
converted into shares of the Registrant according to the following respective
exchange ratios:
(i) each share of common stock of Allied I was converted into 1.07
shares of the Registrant;
(ii) each share of common stock of Allied II was converted into 1.40
shares of the Registrant;
(iii) each share of common stock of Allied Commercial was converted into
1.60 shares of the Registrant; and
(iv) each share of common stock of Advisers was converted into 0.31
shares of the Registrant.
The Registrant, a Maryland corporation, is a closed end management investment
company that is regulated as a business development company pursuant to the
Investment Company Act of 1940, as amended.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired/
(b) Pro Forma Financial Information
The Registrant has filed all required financial statements, pro forma financial
information and exhibits required by Item 2 hereof with the Securities and
Exchange Commission as part of the registration statement on Form N-14
(Registration No. 333-36459) (the "Registration Statement") that was filed on
its behalf with the Commission on September 26, 1997.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of August 14, 1997, as
amended and restated as of September 19, 1997, by and among Allied I, Allied II,
Allied Commercial, Advisers and the Registrant, incorporated by reference from
the Registration Statement.
99 Press Release dated December 31, 1997 announcing the
effectiveness of the merger.
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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 CORPORATION
Date: January 12, 1998 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
99 Press Release dated December 31, 1997 announcing the effectiveness of the
merger.
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EXHIBIT 99
[ALLIED CAPITAL LOGO]
NEWS RELEASE
For Release: DECEMBER 31, 1997 Nasdaq: ALLCD
Summary: ALLIED CAPITAL COMPANIES COMPLETE FIVE-WAY MERGER
Allied Capital Corporation (ALLCD) announced that the five Allied Capital
companies have completed their merger today. Immediately following the merger,
the surviving company changed its name to "Allied Capital Corporation" and now
trades under the symbol "ALLCD" on the Nasdaq National Market. On January 15,
1998, the company will begin trading under the symbol "ALLC."
Pursuant to the terms of the Agreement and Plan of Merger, Allied Capital
Corporation, Allied Capital Corporation II, Allied Capital Commercial
Corporation and Allied Capital Advisers, Inc. merged with and into Allied
Capital Lending Corporation according to fixed exchange ratios:
<TABLE>
<CAPTION>
For each share of: Shareholders receive:
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<S> <C>
Allied Capital Corporation (old) 1.07 shares of Allied Capital Corporation (new)
Allied Capital Corporation II 1.4 shares of Allied Capital Corporation (new)
Allied Capital Commercial Corporation 1.6 shares of Allied Capital Corporation (new)
Allied Capital Advisers, Inc. 0.31 shares of Allied Capital Corporation (new)
</TABLE>
Bill Walton, Chairman and Chief Executive Officer, noted, "After spending the
better part of 1997 working on this transaction, I am thrilled to see that it
has all come together today. Now we can truly focus on building the business
within an organizational structure that benefits customers, employees, and
stockholders alike."
*****
Allied Capital Corporation invests in growing businesses nationwide. The company
has offices in Washington DC, Chicago and San Francisco, and is traded on the
Nasdaq National Market under the symbol "ALLCD." For further information, please
contact Allied Capital's Investor Relations Department at (888) 818-5298, via
fax on (202) 659-2053 or via email at [email protected].
# # #
1666 K Street, N.W. - 9th Floor - Washington, DC 20006
- (202) 331-1112 - Fax (202) 659-2053
