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EXHIBIT 17
BLC FINANCIAL SERVICES, INC.
645 MADISON AVENUE
NEW YORK, NEW YORK 10022
PROXY -- SPECIAL MEETING OF SHAREHOLDERS -- DECEMBER 31, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert F. Tannenhauser and Irwin E.
Redlener, or either 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 BLC Financial Services, Inc. held of record by the undersigned
on December 7, 2000 at the Special Meeting of Shareholders to be held at Weil,
Gotshal & Manges LLP, 767 Fifth Avenue, 25th Floor, New York, New York, 10152,
on December 31, 2000, at 10:00 a.m. or at any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted in favor of Proposals 1 and 2. The undersigned acknowledges receipt
from BLC prior to the execution of this proxy of a notice of Special Meeting of
Shareholders and a proxy statement/prospectus.
(Continued, and to be marked, signed, and dated on reverse side).
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/\ FOLD AND DETACH HERE /\
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Please mark
your vote [X]
like this
PROXY BY MAIL
FOR AGAINST ABSTAIN
1. To approve and adopt a merger agreement with Allied [ ] [ ] [ ]
Capital Corporation that will cause BLC to become a
portfolio company of Allied Capital and, in connection
with the merger, an amendment to BLC's certificate of
incorporation creating a new Class B common stock.
2. To grant discretionary authority to vote in favor of [ ] [ ] [ ]
an adjournment of the meeting, if necessary.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE
(Continued from other side)
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IF YOU WISH TO VOTE ELECTRONICALLY PLEASE READ THE INSTRUCTIONS BELOW
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COMPANY NUMBER:
PROXY NUMBER:
ACCOUNT NUMBER:
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Signature________________________Signature_________________________Date_________
Please sign exactly as your name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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/\ FOLD AND DETACH HERE AND READ THE REVERSE SIDE /\
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[PHONE] VOTE BY TELEPHONE OR INTERNET [COMPUTER]
QUICK *** EASY *** IMMEDIATE
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BLC FINANCIAL SERVICES, INC.
- You can now vote your shares electronically through the Internet or the
telephone.
- This eliminates the need to return the proxy card.
- Your electronic vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed, dated and returned the proxy card.
TO VOTE YOUR PROXY BY INTERNET
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WWW.CONTINENTALSTOCK.COM
Have your proxy card in hand when you access the above web site. You will be
prompted to enter the company number, proxy number and account number to create
an electronic ballot. Follow the prompts to vote your shares.
TO VOTE YOUR PROXY BY MAIL
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Mark, sign and date your proxy card above, detach it and return it in the
postage-paid envelope provided.
TO VOTE YOUR PROXY BY PHONE
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1-800-293-8533
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter the company number, proxy number
and account number. Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE ABOVE CARD IF VOTED ELECTRONICALLY
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[INTERNET VOTING SCREENS]
Screen 1.
PROXY VOTE
Proxy Number:__________
Company Number:__________
Account Number:__________
If you have received your proxy card, you can vote now by
entering the information above. Then click the VOTE button.
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Vote
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Screen 2.
MEETING SCHEDULE
<TABLE>
<S> <C>
COMPANY MEETING DATE & TIME
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BLC Financial Services, Inc. Sunday, December 31, 2000 at 10:00 AM ET
</TABLE>
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Proceed
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Screen 3.
Proxy Voting for Annual Meeting to be held on: Sunday, December 31, 2000
10:00 AM ET
When you are ready, you can vote all proposals as RECOMMENDED BY MANAGEMENT in
the proxy statement or see a list of proposals so you can VOTE SELECTIVELY.
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Screen 4.
BLC FINANCIAL SERVICES, INC.
645 MADISON AVENUE
NEW YORK, NEW YORK 10022
PROXY - - SPECIAL MEETING OF SHAREHOLDERS - - DECEMBER 31, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert F. Tannenhauser and Irwin E. Redlener,
or either 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 BLC Financial Services, Inc. held of record by the undersigned on
December 7, 2000 at the Special Meeting of Shareholders to be held at Weil,
Gotshal & Manges LLP, 767 Fifth Avenue, 25th Floor, New York, New York, 10152,
on December 31, 2000, at 10:00 a.m. or at any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
in favor of Proposals 1 and 2. The undersigned acknowledges receipt from BLC
prior to the execution of this proxy of a notice of Special Meeting of
Shareholders and a proxy statement/prospectus.
Select the appropriate vote option next to each proposal. After you have
reviewed your vote, press the SUBMIT YOUR VOTE button to record your vote.
1. To approve and adopt a merger agreement with Allied Capital Corporation that
will cause BLC to become a portfolio company of Allied Capital and, in
connection with the merger, an amendment to BLC's certificate of incorporation
creating a new Class B common stock.
===================================
( ) For ( ) Against ( ) Abstain
===================================
2. To grant discretionary authority to vote in favor of an adjournment of the
meeting, if necessary.
===================================
( ) For ( ) Against ( ) Abstain
===================================
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Submit Your Vote
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Screen 5.
Will you attend the annual meeting?
[ ] YES [ ] No
SUBMIT
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Screen 6.
Thank you. Your vote will be processed today. To return to Continental
Stock Transfer & Trust Company's name page, click on the [Return] Investor
Relations link above.
<PAGE> 4
Automated
[Telephone Voting Responses]
Welcome to the Continental Stock Transfer Proxy Response Center.
...the Continental Stock Transfer Proxy Response Center.
Do you have a proxy card? If yes,
If no,
You may not vote without a proxy card. Please revisit this site when you have
your proxy card. <exit>
On your touch-tone phone, please enter the company ID found on the proxy card.
The company ID consists of a letter followed by 3 digits. For the letter Q use
1, for the letter Z use 0
4 digits
You did not enter 4 digits.
Welcome to BLC FINANCIAL SERVICES INC. Proxy Voting Line.
Please enter your nine-digit Proxy number found on the proxy card
9 digits
You did not enter 9 digits.
If you wish to grant a proxy to vote with the Board on all Proposals
If you wish to grant a proxy to vote on each Proposal separately
To repeat these instruction
Proposal 1
To approve and adopt a merger agreement with Allied Capital Corporation that
will cause BLC to become a portfolio company of Allied Capital and, in
connection with the merger, an amendment to BLC's certificate of incorporation
creating a new Class B common stock.
<PAGE> 5
To grant a proxy FOR
To grant a proxy AGAINST
To ABSTAIN
We will now ask you to confirm your vote.
You have granted a proxy to vote as follow.
If this is correct
If you would like to change your vote <press 2)
To repeat this confirmation
Your vote would be cast as directed.
Proposal 2
To grant discretionary authority to vote in favor of an adjournment of the
meeting, if necessary.
To grant a proxy FOR < press 1 >
To grant a proxy AGAINST
To ABSTAIN < press 3>
We will now ask you to confirm your vote.
You have granted a proxy to vote as follow.
If this is correct
If you would like to change your vote <press 2)
To repeat this confirmation
Your vote would be cast as directed.
Thank you for using the BLC FINANCIAL SERVICES INC. proxy voting line.
Good bye
