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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 31, 2000
Date of Report
(Date of earliest event reported)
ALLIED CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation)
0-22832 52-1081052
(Commission File No.) (IRS Employer Identification Number)
1919 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(Address of Principal Executive Offices)
(202) 331-1112
(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Allied Capital Corporation, a Maryland Corporation ("Allied Capital")
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among Allied Capital, BLC Financial Services, Inc., a Delaware corporation
("BLC"), and Allied Capital B Sub Corporation, a Delaware corporation ("Merger
Sub") dated as of October 31, 2000, pursuant to which it was proposed that
Merger Sub, a wholly owned subsidiary of Allied Capital, would merge with and
into BLC, with BLC surviving as an independently managed portfolio company of
Allied Capital (the "Merger"). The Merger Agreement and the Merger were
submitted to BLC shareholders at a special meeting, and were both approved. A
certificate of merger was filed with the Secretary of State of the State of
Delaware, and the Merger was effective on December 31, 2000.
Pursuant to the Merger, each outstanding share of common stock of BLC
will be converted into 0.180 shares of Allied Capital common stock. The Merger
is intended to be a tax-free reorganization under Section 368 of the Internal
Revenue Code of 1986, as amended.
As more fully described in the Proxy Statement/Prospectus, pursuant to
voting and support agreements, certain shareholders of BLC agreed to vote for
the Merger and for matters designed to facilitate the Merger. In addition, the
shareholders party to the voting and support agreements have agreed not to trade
the shares of Allied Capital received in the Merger for a period of 90 days
following the closing of the Merger.
As further described in the Proxy Statement/Prospectus, Robert F.
Tannenhauser, Peter D. Blanck, Richard Blanck and Jennifer Goldstein will
continue to own collectively 5.1% of BLC common stock after the Merger. In
addition, Robert Tannenhauser will continue as Chief Executive Officer of BLC
after the Merger, and Jennifer Goldstein will continue as Chief Financial
Officer of BLC after the Merger. Robert Tannenhauser and Jennifer Goldstein have
entered into employment agreements with the surviving entity.
To facilitate the Merger, Allied Capital purchased, in a separate
transaction, all of the shares of Futuronics Corporation, a corporate
shareholder of BLC ("Futuronics"), for $9.1 million in cash.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS.
2 Agreement and Plan of Merger between Allied Capital Corporation, BLC
Financial Services, Inc., and Allied Capital B Sub Corporation dated as
of October 31, 2000 (Incorporated by reference to Appendix A of the
Proxy Statement/Prospectus on Form N-14 filed on November 8, 2000, as
amended (File No. 333-49506) (the "Proxy Statement/Prospectus")).
99.1 Press Release of Allied Capital Corporation dated January 2, 2001
announcing the effectiveness of the Merger.
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.
Date: January 9, 2001 ALLIED CAPITAL CORPORATION
By: /s/ Penni F. Roll
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Penni F. Roll
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
2 Agreement and Plan of Merger between Allied Capital Corporation, BLC
Financial Services, Inc., and Allied Capital B Sub Corporation dated as
of October 31, 2000 (Incorporated by reference to Appendix A of the
Proxy Statement/Prospectus on Form N-14 filed on November 8, 2000, as
amended (File No. 333-49506) (the "Proxy Statement/Prospectus")).
99.1 Press Release of Allied Capital Corporation dated January 2, 2001
announcing the effectiveness of the Merger.
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