AMERICAN CAPITAL STRATEGIES LTD, N-2/A, 1999-07-09

AMERICAN CAPITAL STRATEGIES LTD
N-2/A, 1999-07-09

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1999

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

1933 Act
File No. 333-79377

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 1 |X|
Post-Effective Amendment No. ___ |_|

AMERICAN CAPITAL STRATEGIES, LTD.
-------------------------------------------------
(Exact name of Registrant as specified in charter)

3 Bethesda Metro Center
Suite 860
Bethesda, MD 20814
---------------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code: (301) 951-6122

Malon Wilkus
3 Bethesda Metro Center
Suite 860
Bethesda, MD 20814
---------------------------------------
(Name and address of agent for service)

-----------------

COPIES TO:

Robert B. Ott
Samuel A. Flax
Arnold & Porter
555 Twelfth Street, N.W.
Washington, DC 20004-1206
(202) 942-5000

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: From time to time
after the effective date of this Registration Statement.

-----------------

If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. /x/

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 (A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8 (A), MAY DETERMINE.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
==========================================================================================================
Proposed
Maximum Amount of
Title of Securities Amount Being Aggregate Registration
Being Registered Registered Offering Price Fee
---------------- ---------- -------------- ------------
<S> <C> <C> <C>
Common Stock, $0.01 par value per share;
Preferred Stock, $0.01 par value per share;
and Debt Securities... $250,000,000 $250,000,000 $69,500
==========================================================================================================
</TABLE>

<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
Cross Reference Sheet Showing Location in Prospectus of Information
Required by Parts A and B of Form N-2 Registration Statement

<TABLE>
<CAPTION>
Item Number Registration Statement Item and Heading Caption or Location in Prospectus
----------- --------------------------------------- ---------------------------------
<S> <C> <C>
1 Outside Front Cover............................. Outside Front Cover Page
2 Inside Front and Outside Back Cover Page........ Inside Front and Outside Back Cover Page
3 Fee Table and Synopsis.......................... Prospectus Summary; Fees and Expenses;
Additional Information
4 Financial Highlights............................ Selected Consolidated Financial Data;
Management's Discussion and Analysis of Financial
Condition and Results of Operations
5 Plan of Distribution............................ Outside Front Cover; Plan of Distribution
6 Selling Shareholders............................ Not Applicable
7 Use of Proceeds................................. Use of Proceeds
8 General Description of Registrant............... Outside Front Cover;
Prospectus Summary; Risk Factors;
Business; Investment Policies; Portfolio Companies
9 Management...................................... Management; Safekeeping, Transfer and Dividend
Paying Agent and Registrar; Principal Stockholders
10 Capital Stock, Long-Term Debt and Other
Securities...................................... Description of the Securities; Price Range of
Common Stock and Distributions;
Dividend Reinvestment Plan; Investment
Policies; Regulation; Principal Stockholders
11 Defaults and Arrears on Senior Securities....... Not Applicable
12 Legal Proceedings............................... Legal Proceedings
13 Table of Contents of the Statement of
Additional Information.......................... Inside Front Cover Page; Outside Back Cover Page
14 Cover Page...................................... Outside Front Cover Page of Statement of
Additional Information
15 Table of Contents............................... Outside Front Cover Page of Statement of
Additional Information
16 General Information and History................. General Information and History
17 Investment Objectives and Policies.............. Investment Policies
18 Management...................................... Management
19 Control Persons and Principal Holders of
Securities...................................... Principal Stockholders
20 Investment Advisory and Other Services.......... Safekeeping Transfer and Dividend Paying Agent and Registrar
21 Brokerage Allocation and Other Practices........ Brokerage Allocation and Other Practices
22 Tax Status...................................... Business - The Company's Operatons as a BDC and RIC
23 Financial Statements............................ Financial Statements in Prospectus
</TABLE>

* Pursuant to General Instruction on Form N-2, all items required to be set
forth in Part C are set forth in Part C.

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted without delivery of a final Prospectus
Supplement and accompanying Prospectus.

SUBJECT TO COMPLETION, DATED JULY 9, 1999

PROSPECTUS SUPPLEMENT
(To Prospectus dated July 9, 1999)

[LOGO]

5,000,000 Shares

Common Stock

American Capital Strategies, Ltd. is offering 5,000,000 shares of its
common stock (the 'Common Stock'). Our Common Stock is traded on the Nasdaq
National Market under the symbol 'ACAS.' The last reported sale price of our
Common Stock on the Nasdaq National Market on July 7, 1999 was $19.25 per
share.

------------------------------
Investing in our Common Stock involves risks.
See 'Risk Factors' beginning on page 7 of the Prospectus.
------------------------------

<TABLE>
<CAPTION>
Per Share Total
--------- ------------
<S> <C> <C>
Public Offering Price................................................................. $ $
Underwriting Discounts and Commissions................................................ $ $
Proceeds to American Capital Strategies............................................... $ $
</TABLE>

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this Prospectus
Supplement and the Prospectus to which it relates are truthful or complete. Any
representation to the contrary is a criminal offense.

We have granted the underwriters a 30-day option to purchase up to an
additional 750,000 shares of Common Stock to cover over-allotments.

------------------------------
BancBoston Robertson Stephens

Legg Mason Wood Walker U.S. Bancorp Piper Jaffray
Incorporated

Ferris, Baker Watts Friedman Billings Ramsey
Incorporated

J.J.B. Hilliard, W.L. Lyons, Inc. Scott & Stringfellow, Inc.

The date of this Prospectus Supplement is , 1999

<PAGE>

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, ORDINARY SHARES
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.

------------------------

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company................................................................................................ S-4
Fees and Expenses.......................................................................................... S-5
Use of Proceeds............................................................................................ S-6
Capitalization............................................................................................. S-7
Underwriting............................................................................................... S-8
Taxation................................................................................................... S-10
Legal Matters.............................................................................................. S-12
Experts.................................................................................................... S-12
Additional Information..................................................................................... S-13

<CAPTION>
------------------------

PROSPECTUS
<S> <C>

Prospectus Summary......................................................................................... 1
Risk Factors............................................................................................... 7
Use of Proceeds............................................................................................ 15
Price Range of Common Stock and Distributions.............................................................. 16
Selected Financial Data.................................................................................... 17
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 18
Business................................................................................................... 27
Portfolio Companies........................................................................................ 34
Determination of Net Asset Value........................................................................... 38
Management................................................................................................. 39
Dividend Reinvestment Plan................................................................................. 44
Description of the Securities.............................................................................. 45
Certain Provisions of the Second Amended and Restated Certificate of Incorporation, as Amended,
and the Second Amended and Restated Bylaws............................................................... 46
Regulation................................................................................................. 48
Share Repurchases.......................................................................................... 49
Plan of Distribution....................................................................................... 49
Safekeeping, Transfer and Dividend Paying Agent and Registrar.............................................. 50
Legal Matters.............................................................................................. 50
Experts.................................................................................................... 50
Index to Financial Statements.............................................................................. F-1
Table of Contents of Statement of Additional Information................................................... SAI-1

</TABLE>

------------------------

S-3
<PAGE>

THE COMPANY

We are a buyout and specialty finance company. We are principally engaged
in buying senior and subordinated debt from, and making equity investments in,
middle market companies. These companies are in a variety of industries and in
diverse geographic locations, primarily in the United States. We also provide
financial advisory services to businesses through ACS Capital Investments
Corporation, our wholly-owned subsidiary. We are a non-diversified, closed end
investment company that has elected to be regulated as a business development
company under the Investment Company Act of 1940, as amended. We also qualify to
be taxed as a regulated investment company as defined in Subtitle A, Chapter 1,
under Subchapter M of the Internal Revenue Code of 1986, as amended. During the
period from August 1997 through March 31, 1999, we invested $197 million in debt
and equity securities of middle market companies. Prior to August 1997, we
advised companies in connection with their obtaining financing from third
parties and arranged 29 financing transactions aggregating over $400 million and
invested in the equity securities of eight of those companies.

S-4

<PAGE>

FEES AND EXPENSES

The following table will assist you in understanding the various costs and
expenses that an investor in our Common Stock will bear directly or indirectly.

<TABLE>
<S> <C>
STOCKHOLDER TRANSACTION EXPENSES
Sales load (as a percentage of offering price)........................................................ 5.75%
Dividend reinvestment plan fees(1).................................................................... --

ANNUAL EXPENSES (as a percentage of net assets attributable to Common Stock)(2)
Management fees....................................................................................... --
Interest payments on borrowed funds(3)................................................................ 0.04%
Other expenses(4)..................................................................................... 1.08%
------
Total annual expenses (estimated)(5)............................................................... 1.12%
</TABLE>

- ------------------

(1) The expenses of the reinvestment plan are included in stock record expenses,
a component of 'Total Operating Expenses.' We have no cash purchase plan.
The participants in the reinvestment plan will bear a pro rata share of
brokerage commissions incurred with respect to open market purchases, if
any. See 'Dividend Reinvestment Plan.'

(2) Net assets attributable to common shares equal net assets (i.e., total
assets less total liabilities) at December 31, 1998.

(3) The interest payments on borrowed funds percentage is based on interest
payments for the year ended December 31, 1998 divided by net assets
attributable to our common shares. We had outstanding borrowings of $105.9
million at December 31, 1998. See 'Risk Factors--We may incur debt which
could increase our investment risks.'

(4) Other expenses are based on amounts for the year ended December 31, 1998 and
represent all expenses of the Company (except fees and expenses reported in
other items of this table) that are deducted from the Company's assets and
will be reflected as expenses in the Company's statement of operations.

(5) Total annual expenses as a percentage is based on amounts for the year ended
December 31, 1998. Total annual expenses as a percentage of net assets
attributable to common shares are higher than the total annual expenses
percentage would be for a company that is not leveraged. The Company borrows
money to leverage its net assets and increase its total assets. The total
annual expenses percentage is required by the Commission to be calculated as
a percentage of net assets, rather than the total assets, including assets
that have been funded with borrowed monies. If the total annual expenses
percentage were calculated instead as a percentage of total assets, total
annual expenses for the Company would be 0.63% of total assets.

The following example demonstrates the projected dollar amount of total
cumulative expenses that would be incurred over various periods with respect to
a hypothetical investment in our Common Stock. These amounts are based upon
payment by an investor of an assumed 7% sales load and payment by us of
operating expenses at the levels set forth in the table above which, as
indicated above, does not include leverage or related expenses.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return............................................................ $ 81 $ 104 $ 130 $207
</TABLE>

This example should not be considered a representation of our future
expenses, and actual expenses may be greater or less than those shown. Moreover,
while the example assumes (as required by the Commission) a 5% annual return,
our performance will vary and may result in a return greater or less than 5%. In
addition, while the example assumes reinvestment of all dividends and
distributions at net asset value, participants in the Reinvestment Plan may
receive shares purchased by the Reinvestment Plan Administrator at the market
price in effect at the time, which may be at, above or below net asset value.
See 'Dividend Reinvestment Plan.'

S-5
<PAGE>
USE OF PROCEEDS

The net proceeds from the sale of the Common Stock, after deducting
estimated expenses, are approximately $90 million ($104 million if the
over-allotment option is exercised). We intend to use the net proceeds from this
offering for general corporate purposes, which may include investment in middle
market privately-owned companies in accordance with our investment objectives,
repayment of indebtedness outstanding from time to time, acquisitions and other
general corporate purposes.

We anticipate that substantially all of the net proceeds from the sale of
Common Stock will be utilized in the manner described above within six months,
and in any event within two years. Pending such utilization, we intend to invest
the net proceeds in time deposits, income-producing securities with maturities
of three months or less that are issued or guaranteed by the federal government
or an agency thereof and high quality debt securities maturing in one year or
less from the time of investment.

S-6
<PAGE>

CAPITALIZATION
(IN THOUSANDS)

The following table sets forth (a) the actual capitalization of our Company
at March 31, 1999, and (b) the capitalization of our Company at March 31, 1999,
as adjusted to reflect the effects of the sale of the Common Stock offered
hereby by us, and the application of the net proceeds as set forth under 'Use of
Proceeds.'

<TABLE>
<CAPTION>
MARCH 31, 1999
-----------------------------
ACTUAL AS ADJUSTED(1)(4)
-------- -----------------
<S> <C> <C>
Borrowings:
Revolving credit facility......................................................... $ 30,000 $ --
Notes payable..................................................................... 77,091 16,875
-------- -----------------
Total borrowings............................................................... 107,091 16,875
-------- -----------------
-------- -----------------
Shareholders' equity:
Preferred stock, $0.01 par value, 5,000 shares authorized and no shares issued and
outstanding.................................................................... -- --
Common Stock, $.01 par value, 70,000 shares authorized; 11,122 issued and
outstanding (16,122 issued as outstanding as adjusted)(2)(3)................... 111 161
Capital in excess of par value.................................................... 145,879 236,045
Notes receivable from sale of Common Stock........................................ (580) (580)
Undistributed net realized earnings............................................... 372 372
Unrealized appreciation of investments............................................ 9,764 9,764
-------- -----------------
Total shareholders' equity..................................................... $155,546 $ 245,762
-------- -----------------
Total Capitalization................................................................ $262,637 $ 262,637
-------- -----------------
-------- -----------------
</TABLE>

- ------------------

(1) Assumes a public offering price of $19.25 (the last reported sale price of
the Common Stock on the Nasdaq National Market on July 7, 1999).

(2) Excludes an aggregate of 1,638 shares issuable pursuant to stock options
outstanding at March 31, 1999 that vest over varying periods of time.

(3) Reflects the increase in the authorized shares of Common Stock approved by
the shareholders on May 6, 1999.

(4) Does not include the underwriters' overallotment of 750 shares.

S-7
<PAGE>
UNDERWRITING

The underwriters named below (the 'Underwriters'), acting through their
representative, BancBoston Robertson Stephens Inc., have severally and not
jointly agreed with us, subject to the terms and conditions set forth in the
underwriting agreement (the 'Underwriting Agreement'), to purchase from us the
number of shares of Common Stock set forth opposite their names below. The
Underwriters are committed to purchase and pay for all such shares if any are
purchased.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
- ----------------------------------------------------------------------------------- ---------
<S> <C>
BancBoston Robertson Stephens Inc..................................................
Legg Mason Wood Walker, Incorporated...............................................
U.S. Bancorp Piper Jaffray Inc.....................................................
Ferris, Baker Watts, Incorporated..................................................
Friedman, Billings, Ramsey & Co., Inc..............................................
J.J.B. Hilliard, W.L. Lyons, Inc...................................................
Scott & Stringfellow, Inc..........................................................
Total............................................................................ 5,000,000
</TABLE>

The Underwriters' representative has advised us that the Underwriters
propose to offer the shares of Common Stock to the public at the public offering
price set forth on the cover page of this Prospectus Supplement and to certain
dealers at such price less a concession of not more than $ per share, of
which $ may be reallowed to other dealers. After the completion of this
offering, the public offering price, concession and reallowance to dealers may
be reduced by the Underwriters' representative. No such reduction shall change
the amount of proceeds to be received by us as set forth on the cover page of
this Prospectus Supplement.

Over-allotment Option. We have granted to the Underwriters an option,
exercisable during the 30-day period after the date of this Prospectus
Supplement, to purchase up to 750,000 additional shares of Common Stock at the
same price per share as we will receive for the 5,000,000 shares that the
Underwriters may purchase. To the extent that the Underwriters exercise such
option, each of the Underwriters will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage of such additional
shares that the number of shares of Common Stock to be purchased by it shown in
the above table represents as a percentage of the 5,000,000 shares offered
hereby. If purchased, such additional shares will be sold by the Underwriters on
the same terms as those on which the 5,000,000 shares are being sold.

Indemnity. We have agreed to indemnify the Underwriters against certain
civil liabilities, including liabilities under the Securities Act of 1933 and
liabilities arising from breaches of representations and warranties contained in
the Underwriting Agreement, or to contribute to payments that the Underwriters
may be required to make in respect thereof.

Lock-up Agreements. Our directors and executive officers have agreed with
the Underwriters' representative that, for a period of 90 days after the date of
this Prospectus Supplement, they will not offer to sell, contract to sell or
otherwise sell, dispose of, loan, pledge or grant any option to purchase any
shares of Common Stock or any securities convertible into, or exchangeable for,
or any rights to purchase or acquire, shares of Common Stock, now owned or
hereafter acquired directly by such holders or with respect to which they have
the power of disposition, without the prior written consent of BancBoston
Robertson Stephens Inc., which may, in its sole discretion and at any time or
from time to time, without notice, release all or any portion of the shares
subject to the lock-up agreements.

Future Sales. We have agreed that, for a period of 90 days after
the date of this Prospectus Supplement, we will not, without the prior written
consent of BancBoston Robertson Stephens Inc., issue, sell, contract to sell or
otherwise dispose of any shares of Common Stock, any options or warrants to
purchase any shares of Common Stock or any securities convertible into or
exercisable for or exchangeable for shares of Common Stock other than our sale
of shares in this offering, the issuance of Common Stock upon the exercise of
outstanding options and our grant of options to purchase shares of Common Stock
under existing stock option or stock purchase plans.

S-8
<PAGE>
The Underwriters do not intend to confirm sales to accounts over which they
exercise discretionary authority.

Stabilization. The Underwriters' representative has advised us that,
pursuant to Regulation M under the Securities Exchange Act of 1934, as amended,
certain persons participating in the offering may engage in transactions,
including stabilizing bids, syndicate covering transactions or the imposition of
penalty bids, which may have the effect of stabilizing or maintaining the market
price of the Common Stock at a level above that which might otherwise prevail in
the open market. A 'stabilizing bid' is a bid for or the purchase of the Common
Stock on behalf of the Underwriters for the purpose of fixing or maintaining the
price of the Common Stock. A 'syndicate covering transaction' is the bid for or
the purchase of the Common Stock on behalf of the Underwriters to reduce a short
position incurred by the Underwriters in connection with this offering. A
'penalty bid' is an arrangement permitting the Underwriters' representative to
reclaim the selling concession otherwise accruing to an Underwriter or syndicate
member in connection with the offering if the Common Stock originally sold by
such Underwriter or syndicate member is purchased by the Underwriters'
representative in a syndicate covering transaction and has therefore not been
effectively placed by such Underwriter or syndicate member. The Underwriters'
representative has advised us that such transactions may be effected on the
Nasdaq National Market or otherwise and, if commenced, may be discontinued at
any time.

Passive Market Making. In connection with this offering, certain
Underwriters and selling group members (if any) who are qualified market makers
on the Nasdaq National Market may engage in passive market making transactions
in the Common Stock on the Nasdaq National Market in accordance with Rule 103 of
the Regulation M, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the Common Stock. Passive market
makers must comply with applicable volume and price limitations and must be
identified as such. In general, a passive market maker must display its bid at a
price not in excess of the highest independent bid for such security; if all
independent bids are lowered below the passive market maker's bid, however, such
bid must then be lowered when certain purchase limits are exceeded.

The shares of our Common Stock are being offered by the Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part.

Certain of the Underwriters or their affiliates from time to time have
provided investment banking and financial advisory services to us and our
affiliates, and may in the future provide investment banking and financial
advisory services to us and our affiliates.

S-9
<PAGE>
TAXATION

The following discussion is a general summary of the material federal
income tax considerations applicable to us and to an investment in the Common
Stock and does not purport to be a complete description of the income tax
considerations applicable to such an investment. The discussion is based upon
the Internal Revenue Code of 1986, as amended (the 'Code'), Treasury Regulations
thereunder, and administrative and judicial interpretations thereof, each as of
the date hereof, all of which are subject to change. Prospective stockholders
should consult their own tax advisors with respect to tax considerations which
pertain to their purchase of Common Stock. This summary assumes that the
investors in our business hold Common Stock as capital assets. This summary does
not discuss all aspects of federal income taxation relevant to holders of the
Common Stock in light of their particular circumstances, or to certain types of
holders subject to special treatment under federal income tax laws, including
foreign taxpayers, dealers in securities, financial institutions, qualified
plans and individual retirement accounts. This summary does not discuss any
aspects of foreign, state or local tax laws. Unless otherwise stated, this
summary deals only with stockholders who are United States persons. A United
States person generally is a:

o citizen or resident of the United States;

o a corporation or partnership created or organized in or under the laws of
the United States, any state thereof or the District of Columbia;

o an estate whose income is subject to United States federal income tax
regardless of its source; or

o a trust, if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have authority to control all substantial decisions of the
trust.

TAXATION AS A RIC

We have operated since October 1, 1997 so as to qualify to be taxed as a
'regulated investment company' ('RIC') within the meaning of Section 851 of the
Code. If we qualify as a RIC and annually distribute to our stockholders in a
timely manner at least 90% of our 'investment company taxable income,' as
defined in the Code, we will not be subject to federal income tax on the portion
of our taxable income and capital gains we distribute to stockholders.
'Investment company taxable income' generally means our taxable income,
including net short-term capital gains but excluding net long-term capital
gains. In addition, we will be liable for a nondeductible federal excise tax of
4% on our undistributed income unless for each calendar year we distribute
(including through 'deemed distributions' as described below) an amount equal to
or greater than the sum of (a) 98% of our 'ordinary income' (generally, our
taxable income excluding net short-term and long-term capital gains), (b) 98% of
our 'capital gain net income' (including both net short-term and long-term
capital gains) realized for the 12-month period ending October 31 of such
calendar year, and (c) any shortfall in distributing all ordinary income and
capital gain net income for the prior calendar year. We generally will endeavor
to make distributions and have deemed distributions such that we will not incur
the federal excise tax on our earnings.

Our income for tax purposes, which determines the required distributions,
may differ from our income as measured for other purposes. If we invest in
certain options, futures, and forward contracts, we may be required to recognize
unrealized gains and losses on those contracts at the end of our taxable year.
In such event, 60% of any net gain or loss will generally be treated as
long-term capital gain or loss and the remaining 40% of such net gain or loss
will be treated as short-term capital gain or loss, regardless of the fact that
we may not eventually experience such gain or loss. If we engage in certain
hedging transactions, the results may be treated as a deemed sale of appreciated
property which may accelerate the gain on the hedged transaction.

If we acquire or are deemed to have acquired debt obligations that were
issued originally at a discount or that otherwise are treated under applicable
tax rules as having original issue discount, we will be required to include in
income each year a portion of the original issue discount that accrues over the
life of the obligation regardless of whether we receive cash representing such
income in the same taxable year and to make distributions accordingly.

In order to qualify as a RIC for federal income tax purposes, we must,
among other things: (a) continue to qualify as a business development company
('BDC') under the Investment Company Act of 1940, as amended

S-10
<PAGE>

('1940 Act'); (b) derive in each taxable year at least 90% of our gross income
from dividends, interest, payments with respect to securities loans, gains from
the sale of stock or other securities or other income derived with respect to
our business of investing in such stock or securities; and (c) diversify our
holdings so that at the end of each quarter of the taxable year (i) at least 50%
of the value of our assets consist of cash, cash items, government securities,
securities of other RICs, and other securities if such other securities of any
one issuer do not represent more than 5% of our assets or 10% of the outstanding
voting securities of the issuer, and (ii) no more than 25% of the value of our
assets (including those owned by CIC) are invested in securities of one issuer
(other than U.S. government securities or securities of other RICs), or of two
or more issuers that are controlled by us and are engaged in the same or similar
or related trades or businesses.

If we fail to satisfy the 90% distribution requirement or otherwise fail to
qualify as a RIC in any taxable year, we will be subject to tax in such year on
all of our taxable income, regardless of whether we make any distribution to our
stockholders. In addition, in that case, all of our distributions to our
stockholders will be characterized as ordinary income (to the extent of our
current and accumulated earnings and profits). In contrast, as is explained
below, if we qualify as a RIC, a portion of our distributions may be
characterized as long-term capital gain in the hands of stockholders.

We received a ruling from the IRS clarifying the tax consequences of our
conversion to a RIC, especially with regard to the treatment of unrealized gain
inherent in our assets (approximately $6.3 million) upon our conversion to RIC
status ('built-in gain'). Under the terms of the ruling and applicable law, if
we realize or are treated as realizing any of the built-in gain before October
1, 2007, we generally will be liable for corporate level federal income tax on
the gain, which could not be avoided by our payment of dividends.

Our wholly-owned subsidiary, CIC, is an ordinary corporation that is
subject to corporate level federal income tax. We also own all of the equity
interests issued by ACS Funding Trust I, a business trust that is disregarded as
a separate entity for tax purposes.

TAXATION OF STOCKHOLDERS

Our distributions generally are taxable to you as ordinary income or
capital gains. Our stockholders receive notification from us at the end of the
year as to the amount and nature of the income or gains distributed to them for
that year. The distributions from us to a particular stockholder may be subject
to the alternative minimum tax under the provisions of the Code.

Our distributions of ordinary income and net short-term capital gain
generally are taxable to you as ordinary income. Distributions of net long-term
capital gain, if any, that we designate as capital gain dividends generally will
be taxable to you as a long-term capital gain, regardless of the length of time
you have held the shares. All distributions are taxable, whether invested in
additional shares or received in cash.

If we retain any net long-term capital gains, we will designate them as
'deemed distributions' and pay tax on them for the benefit of our stockholders.
Stockholders would then report their share of the retained capital gains on
their tax returns as if it had been received, and report a credit for the tax
paid thereon by us. Stockholders add the amount of the deemed distribution, net
of such tax, to the stockholder's basis in his shares. Since we expect to pay
tax on capital gains at the regular corporate tax rate and the maximum rate
payable by individuals on such gains is substantially lower, the amount of the
credit that individual stockholders may report will exceed the amount of tax
that they would be required to pay on the capital gains, allowing recovery of
the difference in the tax otherwise owed by, or refunds due to, such
shareholders.

In general, any gain or loss realized upon a taxable disposition of our
shares, or upon receipt of a liquidating distribution, will be treated as
capital gain or loss. If you realize a gain, it will be subject to taxation at
various tax rates depending on the length of time you have held such shares and
other factors. The gain or loss will be short-term capital gain or loss if you
have held the shares for one year or less. If you receive a capital gain
dividend ( or deemed distributions) with respect to such shares, any loss you
realize upon a taxable disposition of shares you held for six months or less
will be treated as a long-term capital loss, to the extent of such capital gain
dividends (or deemed distributions). Capital losses can be deducted by
corporations only in the extent of capital gains. Individuals can deduct capital
losses to the extent of capital gains, and then up to $3,000 of other income
annually. All or a portion of any loss you realize upon a taxable disposition of
our shares may be disallowed if

S-11
<PAGE>
you purchase other shares of ours are purchased (under a Dividend Reinvestment
Plan or otherwise) within 30 days before or after the disposition.

If you are not a 'United States person' (a 'Non-U.S. stockholder') you will
generally be subject to a withholding tax of 30% (or lower applicable treaty
rate) on dividends from us (other than capital gain dividends) that are not
'effectively connected' with your United States trade or business. Accordingly,
investment in our business is likely to be appropriate for a Non-U.S.
stockholder only if you can utilize a foreign tax credit or corresponding tax
benefit in respect of such United States withholding tax. Non-effectively
connected capital gain dividends and gains realized from the sale of the Common
Stock will not be subject to United States federal income tax in the case of (a)
a Non-U.S. stockholder that is a corporation, and (b) a Non-U.S. stockholder
that is not present in the United States for more than 182 days during the
taxable year (assuming that certain other conditions are met). Prospective
foreign investors should consult their U.S. tax advisors concerning the tax
consequences to them of an investment in the Common Stock.

We are required to withhold and remit to the Internal Revenue Service (the
'IRS') 31% of the dividends paid to any stockholder who (a) fails to furnish us
with a certified taxpayer identification number; (b) has underreported dividend
or interest income to the IRS; or (c) fails to certify to us that he, she or it
is not subject to backup withholding.

LEGAL MATTERS

The validity of the Common Stock we are offering will be passed upon for us
by Arnold & Porter, Washington, D.C. Certain matters for the Underwriters will
be passed upon by Sidley & Austin, New York, New York.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the Company's
financial statements at December 31, 1998 and 1997, and for the year ended
December 31, 1998, the three months ended December 31, 1997, the nine months
ended September 30, 1997 and the year ended December 31, 1996, and financial
highlights for the year ended December 31, 1998 and the three months ended
December 31, 1997 as set forth in their report. We have included our financial
statements and financial highlights in the Prospectus and elsewhere in the
Registration Statement in reliance upon Ernst & Young LLP's report given on
their authority as experts in accounting and auditing.

S-12
<PAGE>

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission (the
'Commission') a registration statement on Form N-2 (together with all amendments
and exhibits, the 'Registration Statement') under the Securities Act of 1933, as
amended (the 'Securities Act'), with respect to the shares of Common Stock
offered by this Prospectus Supplement and the Prospectus. The Prospectus, which
is a part of the Registration Statement, does not contain all of the information
set forth in the Registration Statement or the exhibits and schedules thereto.
For further information with respect to our business and our Common Stock,
reference is made to the Registration Statement, including the exhibits and
schedules thereto and the Statement of Additional Information ('SAI'), contained
in the Registration Statement. You may obtain a copy of our SAI by writing us at
our principal office, which is located at 3 Bethesda Metro Center, Suite 860,
Bethesda, MD 20814, Attention: Shareholder Relations. You may also obtain a copy
of our SAI by calling 1-800-543-1976. You will not be charged by us for this
document. The SAI is incorporated in its entirety in the Prospectus by reference
and its table of contents appears on page SAI-1 of the Prospectus.

We also file reports, proxy statements and other information with the
Commission under the Securities Exchange Act of 1934, as amended. Such reports,
proxy statements and other information, as well as the Registration Statement
and the exhibits and schedules thereto, can be inspected at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices, located at
Seven World Trade Center, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. The Commission maintains a web site that
contains reports, proxy statements and other information regarding registrants,
including the Company, that file such information electronically with the
Commission. The address of the Commission's web site is (http://www.sec.gov).
Copies of such material may also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Our Common Stock is listed on the Nasdaq National Market, and
such reports, proxy statements and other information can also be inspected at
the offices of the Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C.
20006.

We also furnish to our stockholders annual and quarterly reports, which
will include annual financial information that has been examined and reported
on, with an opinion expressed, by independent public accountants, and quarterly
unaudited financial information. See 'Experts.'

S-13
<PAGE>

PROSPECTUS

[LOGO]

$250,000,000

COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES

We may offer, from time to time, up to $250 million aggregate initial
offering price of our common stock, $0.01 par value per share (the 'Common
Stock'), preferred stock, or debt securities (collectively, the 'Securities') in
one or more offerings. The Securities may be offered at prices and on terms to
be set forth in one or more supplements to this Prospectus (each a 'Prospectus
Supplement'). In the case of our Common Stock, the offering price per share less
any underwriting commissions or discounts will not be less than the net asset
value per share of our Common Stock at the time we make the offering. You should
read this Prospectus and the applicable Prospectus Supplement carefully before
you invest in our Securities.

Our Securities may be offered directly to one or more purchasers, through
agents designated from time to time by us, or to or through underwriters or
dealers. The Prospectus Supplement relating to the offering will identify any
agents or underwriters involved in the sale of our Securities, and will set
forth any applicable purchase price, fee, commission or discount arrangement
between us and our agents or underwriters or among our underwriters or the basis
upon which such amount may be calculated. See 'Plan of Distribution.' We may not
sell any of our Securities through agents, underwriters or dealers without
delivery of a Prospectus Supplement describing the method and terms of the
offering of our Securities. Our Common Stock is traded on the Nasdaq National
Market under the symbol 'ACAS.' As of , 1999, the last reported sales
price for our Common Stock was $ .

We are a buyout and specialty finance company. We are principally engaged in
buying senior and subordinated debt from, and making equity investments in,
middle market companies. These companies are in a variety of industries and in
diverse geographic locations, primarily in the United States. We also provide
financial advisory services to businesses through ACS Capital Investments
Corporation ('CIC'), our wholly-owned subsidiary. We are a non-diversified,
closed end investment company that has elected to be regulated as a business
development company ('BDC') under the Investment Company Act of 1940, as amended
('1940 Act'). We also operate so as to qualify to be taxed as a regulated
investment company ('RIC') as defined in Subtitle A, Chapter 1, under Subchapter
M of the Internal Revenue Code of 1986, as amended (the 'Code'). During the
period from August 1997 through March 31, 1999, we invested $197 million in debt
and equity securities of middle market companies. Prior to August 1997, we
advised companies in connection with their obtaining financing from third
parties and arranged 29 financing transactions aggregating over $400 million and
invested in the equity securities of eight of those companies.

This Prospectus contains information you should know before investing,
including information about risks. Please read it before you invest and keep it
for future reference. Additional information about us, including information
contained in our Statement of Additional Information ('SAI'), dated as of the
same date as this Prospectus, has been filed with the U.S. Securities and
Exchange Commission (the 'Commission'). You may obtain a copy of our SAI by
writing us at our principal office, which is located at 3 Bethesda Metro Center,
Suite 860, Bethesda, MD 20814, Attention: Shareholder Relations. You may also
obtain a copy of our SAI by calling 1-800-543-1976. You will not be charged by
us for this document. The Commission maintains a Web site (http://www.sec.gov)
that contains the SAI and other information regarding us. The SAI is
incorporated in its entirety in this Prospectus by reference and its table of
contents appears on page SAI-1 of the Prospectus. See 'Additional Information.'

------------------------

An investment in our securities involves certain risks, including, among
other things, risks relating to investments in securities of small, private and
developing businesses. We describe some of these risks in the section entitled
'Risk Factors' which begins on page 7. You should carefully consider these risks
together with all of the other information contained in this prospectus and any
prospectus supplement before making a decision to purchase our securities.

The securities we are offering have not been approved or disapproved by the
commission or any state securities commission nor has the commission or any
state securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.

------------------------

THE DATE OF THIS PROSPECTUS IS JULY 9, 1999.

<PAGE>
PROSPECTUS SUMMARY

The following summary contains basic information about this offering. It
likely does not contain all the information that is important to an investor.
For a more complete understanding of this offering, we encourage you to read
this entire document and the documents to which we have referred.

Information contained or incorporated by reference in this Prospectus or
Prospectus Summary may contain 'forward-looking statements' within the meaning
of the Private Securities Litigation Reform Act of 1995, which can be identified
by the use of forward-looking terminology such as 'may,' 'will,' 'expect,'
'intend,' 'plans,' 'anticipate,' 'estimate' or 'continue' or the negative
thereof or other variations thereon or comparable terminology. The matters
described in 'Risk Factors' and certain other factors noted throughout this
Prospectus and in any exhibits to the Registration Statement of which this
Prospectus is a part, constitute cautionary statements identifying important
factors with respect to any such forward-looking statements, including certain
risks and uncertainties, that could cause actual results to differ materially
from those in such forward-looking statements.

AMERICAN CAPITAL STRATEGIES, LTD.

We are a buyout and specialty finance company principally engaged in buying
senior and subordinated debt from, and making equity investments in, middle
market companies in need of capital for management buyouts including employee
stock ownership plan ('ESOP') buyouts, leveraged buyouts, growth, acquisitions,
liquidity and restructuring, or recapitalization of corporations, subsidiaries,
divisions and product lines. Our ability to fund the entire capital structure is
an advantage in completing middle market transactions. The companies in which we
invest are in a variety of industries and in diverse geographic locations,
primarily in the United States. We also provide financial advisory services to
businesses through ACS Capital Investments Corporation ('CIC'), our wholly-owned
subsidiary. We are a non-diversified, closed end investment company that has
elected to be treated as a business development company ('BDC') under the
Investment Company Act of 1940, as amended ('1940 Act'). Since October 1, 1997,
we have operated so as to qualify to be taxed as a regulated investment company
('RIC') as defined in Subtitle A, Chapter 1, under Subchapter M of the Code and
anticipate continuing to operate in such manner. Qualifying as a RIC generally
allows us to avoid paying corporate level federal income tax on income we
distribute to our stockholders. See 'Business.'

We typically invest between $3 million and $20 million in each transaction
and through our subsidiary, CIC, we will arrange and secure capital for larger
transactions. We do not concentrate our investments in any particular industry
or group of industries. Our primary business objectives are to increase our net
operating income and net asset value by investing our assets in senior debt,
subordinated debt with detachable warrants and capital stock of middle market
companies with attractive current yields and potential for equity appreciation.
Our loans typically mature in five to ten years and require monthly or quarterly
interest payments at fixed rates or variable rates based on the prime rate, plus
a margin. We price our debt and equity investments based on our analysis of each
transaction. As of March 31, 1999, the weighted average effective yield on our
investments was 13.1%. See 'Management's Discussion and Analysis of Financial
Condition and Results of Operations.'

We generally acquire equity interests in the companies from which we have
purchased debt securities with the goal of enhancing our overall return. As of
March 31, 1999 we had a weighted average ownership interest of 26.7% in our
portfolio companies. We are prepared to be a long-term partner to our portfolio
companies thereby positioning us to participate in their future financing needs.
The opportunity to liquidate our investment and realize a gain may occur if the
business recapitalizes its equity, either through a sale to new owners or a
public offering of its equity or if we exercise our rights to require the
business to purchase the warrants and stock held by us ('Put Rights'). We
generally do not have the right to require that a business undergo an initial
public offering by registering securities under the Securities Act of 1933, but
we generally do have the right to sell our equity interests in a public offering
by the business to the extent permitted by the underwriters. See 'Portfolio
Companies.'

We make available significant managerial assistance to our portfolio
companies. We assist management in developing the business plan of the company,
hiring additional senior management when necessary, managing the capital
structure of the company and participating on its board of directors.

1
<PAGE>
Prior to August 1997, when we restructured our business activities, we had
established ourselves as a leading firm in structuring and obtaining third party
funding for management and employee buyouts of subsidiaries, divisions and
product lines being divested by larger corporations through the use of an ESOP.
The companies for whom we helped raise financing included companies who
purchased businesses from Sunbeam Corporation, the U.S. Office of Personnel
Management, American Premier Underwriters, Inc. (formerly Penn Central
Corporation), Campbell Soup Company, Union Carbide Corporation, National Forge
Company, Inc., Air Products Company, Ampco-Pittsburgh Corporation and British
Petroleum Company. In most of the ESOP transactions structured by us, the
employees agreed to restructure their wages and benefits so that overall cash
compensation is reduced while contributions of stock are made to an ESOP. The
resulting company was structured so that the fair market value of stock
contributed to the ESOP could be deducted from corporate income before paying
taxes. Restructuring employee compensation together with the ESOP tax advantages
has the effect of improving the cash flow of the ESOP company. We are a leading
firm in structuring and implementing ESOP employee buyouts. We believe that our
ESOP knowledge and experience and our ability to fund transactions positions us
favorably in the market place. See 'Business.'

THE OFFERING

We may offer, from time to time, up to $250 million of our Securities, on
terms to be determined at the time of the offering. Our Securities may be
offered at prices and on terms to be set forth in one or more Prospectus
Supplements. In the case of the offering of our Common Stock, the offering price
per share less any underwriting commissions or discounts will not be less than
the net asset value per share of our Common Stock.

Set forth below is additional information regarding the offering of our
Securities:

<TABLE>
<S> <C>
Nasdaq National Market Symbol............. ACAS
Use of Proceeds........................... Unless otherwise specified in a Prospectus Supplement, we intend to
use the net proceeds from the sale of our Securities for general
corporate purposes, which may include investment in middle market
companies in accordance with our investment objectives, repayment of
indebtedness, acquisitions and other general corporate purposes. See
'Use of Proceeds.'
Distributions............................. We have paid quarterly dividends to the holders of our Common Stock
and generally intend to continue to do so. The amount of the
quarterly dividends is determined by the Board of Directors and is
based on our estimate of taxable ordinary income and net short-term
capital gains. See 'Price Range of Common Stock and Distributions.'
Certain additional amounts may be deemed as distributed to
stockholders for income tax purposes. Other types of Securities will
likely pay distributions in accordance with their terms.
Principal Risk Factors.................... Investment in our Securities involves certain risks relating to our
structure and investment objectives that should be considered by the
prospective purchasers of the Securities. We have a limited operating
history upon which you can evaluate our business. In addition, as a
BDC, our portfolio includes securities primarily issued by privately
held companies. These investments may involve a high
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
degree of business and financial risk, and are generally less liquid
than public securities. A large number of entities compete for the
same kind of investment opportunities as we do. We borrow funds to
make investments in and loans to middle market businesses. As a
result, we are exposed to the risks of leverage, which may be
considered a speculative investment technique. In addition, the
failure to qualify as a RIC eligible for pass-through tax treatment
under Subchapter M of the Code on income distributed to stockholders
could have a materially adverse effect on the total return, if any,
obtainable from an investment in our Securities. See 'Risk Factors'
for a discussion of these risks.
Certain Anti-Takeover Provisions.......... Our certificate of incorporation and bylaws, as well as certain
statutory and regulatory requirements, contain certain provisions
that may have the effect of discouraging a third party from making an
acquisition proposal for us and thereby inhibit a change in control
of us in circumstances that could give the holders of our Common
Stock the opportunity to realize a premium over the then prevailing
market price for our Common Stock. See 'Risk Factors-- Provisions Of
Our Certificate of Incorporation and Bylaws Could Deter Takeover
Attempts' and 'Certain Provisions of the Second Amended and Restated
Certificate of Incorporation and the Second Amended and Restated
Bylaws.'
Dividend Reinvestment Plan................ Cash distributions to holders of our Common Stock may be reinvested
under our Dividend Reinvestment Plan (the 'Reinvestment Plan') in
additional whole and fractional shares of Common Stock if you or your
representative elects to enroll in the Reinvestment Plan. See
'Dividend Reinvestment Plan' and 'Business--The Company's Operations
as a BDC and RIC.'
</TABLE>

FEES AND EXPENSES

The following table will assist you in understanding the various costs and
expenses that an investor in our Securities will bear directly or indirectly.

<TABLE>
<S> <C>
STOCKHOLDER TRANSACTION EXPENSES
Sales load (as a percentage of offering price)(1)..................................................... 5.75%
Dividend reinvestment plan fees(2).................................................................... --
ANNUAL EXPENSES (AS A PERCENTAGE OF NET ASSETS ATTRIBUTABLE TO COMMON SHARES)(3)
Management fees....................................................................................... --
Interest payments on borrowed funds(4)................................................................ 0.04%
Other expenses(5)..................................................................................... 1.08%
------
Total annual expenses (estimated)(6)............................................................... 1.12%
</TABLE>

- ------------------
(1) In the event that the Securities to which this Prospectus relates are sold
to or through underwriters, a corresponding Prospectus Supplement will
disclose the applicable sales load.

(2) The expenses of the reinvestment plan are included in stock record expenses,
a component of 'Total Operating Expenses.' We have no cash purchase plan.
The participants in the reinvestment plan will bear a pro rata share of
brokerage commissions incurred with respect to open market purchases, if
any. See "Dividend Reinvestment Plan."

(3) Net assets attributable to common shares equal net assets (i.e., total
assets less total liabilities) at December 31, 1998.

(4) The interest payments on borrowed funds percentage is based on interest
payments for the year ended December 31, 1998 divided by net assets
attributable to our Common Stock. We had outstanding borrowings

3
<PAGE>

of $105.9 million at December 31, 1998. See 'Risk Factors--We may incur debt
which could increase our investment risks.'

(5) Other expenses are based on amounts for the year ended December 31, 1998 and
represent all expenses of the Company (except fees and expenses reported in
other items of this table) that are deducted from the Company's assets and
will be reflected as expenses in the Company's statement of operations.

(6) Total annual expenses as a percentage is based on amounts for the year ended
December 31, 1998. Total annual expenses as a percentage of net assets
attributable to Common Stock are higher than the total annual expenses
percentage would be for a company that is not leveraged. The Company borrows
money to leverage its net assets and increase its total assets. The total
annual expenses percentage is required by the Commission to be calculated as
a percentage of net assets, rather than the total assets, including assets
that have been funded with borrowed monies. If the total annual expenses
percentage were calculated instead as a percentage of total assets, total
annual expenses for the Company would be 0.63% of total assets.

The following example demonstrates the projected dollar amount of total
cumulative expenses that would be incurred over various periods with respect to
a hypothetical investment in our Securities. These amounts are based upon
payment by an investor of an assumed 7% sales load and payment by us of
operating expenses at the levels set forth in the table above which, as
indicated above, does not include leverage or related expenses.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return............................................................ $81 $ 104 $ 130 $207
</TABLE>

This example should not be considered a representation of our future
expenses, and actual expenses may be greater or less than those shown. Moreover,
while the example assumes (as required by the Commission) a 5% annual return,
our performance will vary and may result in a return greater or less than 5%. In
addition, while the example assumes reinvestment of all dividends and
distributions at net asset value, participants in the Reinvestment Plan may
receive shares of Common Stock purchased by the Reinvestment Plan Administrator
at the market price in effect at the time, which may be at, above or below net
asset value. See 'Dividend Reinvestment Plan.'

4
<PAGE>

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following summary of our financial information should be read in
conjunction with our Financial Statements and Notes thereto presented elsewhere
in this Prospectus. See 'Management's Discussion and Analysis of Financial
Condition and Results of Operations' on page 18 for more information.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
THREE MONTHS THREE MONTHS THREE MONTHS NINE MONTHS
ENDED ENDED YEAR ENDED ENDED ENDED YEAR ENDED
MARCH 31, MARCH 31, DECEMBER 31, DECEMBER 31, SEPTEMBER 30, DECEMBER 31,
1999 1998 1998 1997 1997 1996
------------ ------------ ------------ ------------ ------------- ------------
STATEMENT OF OPERATIONS
DATA:

Total operating income..... $ 6,520 $ 3,292 $ 16,979 $ 2,797 $ 2,901 $2,746
Total operating expenses... 1,398 444 1,709 551 2,651 2,862
------------ ------------ ------------ ------------ ------------- -----
Operating income (loss)
before equity in (loss)
earnings of unconsolidated
operating subsidiary...... 5,122 2,848 15,270 2,246 250 (116)
Equity in (loss) earnings
of unconsolidated
operating subsidiary...... (395) 101 (482) 24 -- --
------------ ------------ ------------ ------------ ------------- -----
Net operating income
(loss).................... 4,727 2,949 14,788 2,270 250 (116)
Increase in unrealized
appreciation on
investments............... 1,981 28 2,127 167 5,321 484
Realized gain (loss) on
investments............... 316 -- -- -- -- --
------------ ------------ ------------ ------------ ------------- -----
Income before income
taxes..................... 7,024 2,977 16,915 2,437 5,571 368
Provision for income
taxes..................... -- -- -- -- 2,128 159
------------ ------------ ------------ ------------ ------------- -----
Net increase in
shareholders' equity
resulting from
operations................ $ 7,024 $ 2,977 $ 16,915 $ 2,437 $ 3,443 $ 209
------------ ------------ ------------ ------------ ------------- -----
------------ ------------ ------------ ------------ ------------- -----
Per share data:
Net operating income:
Basic................... $ 0.43 $ 0.27 $ 1.34 $ 0.21
Diluted................. $ 0.42 $ 0.26 $ 1.29 $ 0.20
Net increase in
shareholders' equity
resulting from
operations:
Basic................... $ 0.63 $ 0.27 $ 1.53 $ 0.22
Diluted................. $ 0.62 $ 0.26 $ 1.48 $ 0.21
Weighted average shares of
Common Stock
outstanding:
Basic................... $ 11,070 $ 11,069 $ 11,068 $ 11,069
Diluted................. $ 11,279 $ 11,480 $ 11,424 $ 11,405
Cash dividends............ $ 0.41 $ 0.25 $ 1.34 $ 0.21
BALANCE SHEET DATA:
Total assets.............. $263,551 $151,031 $270,019 $150,705 $ 154,322 $5,432
Total shareholders'
equity.................. $155,546 $150,862 $152,723 $150,652 $ 150,539 $3,372
OTHER DATA:
Number of portfolio
companies at period
end..................... 17 6 15 3
Principal amount of loan
originations............ $ 24,328 $ 20,215 $118,390 $ 16,817
Investments in equity
securities.............. $ 3,684 $ 9,456 $ 24,475 $ 3,805
Principal amount of loan
repayments.............. $ 6,860 $ 303 $ 1,719 $ 93
Return on equity(1)(2).... 18.2% 7.9% 11.2% 6.5%
Weighted average yield on
investments to date..... 13.1% 12.3% 13.0% 12.2%

<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
STATEMENT OF OPERATIONS
DATA:
Total operating income..... $2,706 $2,498
Total operating expenses... 2,928 2,606
----- -----
Operating income (loss)
before equity in (loss)
earnings of unconsolidated
operating subsidiary...... (222) (108)
Equity in (loss) earnings
of unconsolidated
operating subsidiary...... -- --
----- -----
Net operating income
(loss).................... (222) (108)
Increase in unrealized
appreciation on
investments............... 371 956
Realized gain (loss) on
investments............... 66 (23)
----- -----
Income before income
taxes..................... 215 825
Provision for income
taxes..................... 57 422
----- -----
Net increase in
shareholders' equity
resulting from
operations................ $ 158 $ 403
----- -----
----- -----
Per share data:
Net operating income:
Basic...................
Diluted.................
Net increase in
shareholders' equity
resulting from
operations:
Basic...................
Diluted.................
Weighted average shares of
Common Stock
outstanding:
Basic...................
Diluted.................
Cash dividends............
BALANCE SHEET DATA:
Total assets.............. $4,382 $3,930
Total shareholders'
equity.................. $2,946 $2,571
OTHER DATA:
Number of portfolio
companies at period
end.....................
Principal amount of loan
originations............
Investments in equity
securities..............
Principal amount of loan
repayments..............
Return on equity(1)(2)....
Weighted average yield on
investments to date.....
</TABLE>

- ------------------
(1) Amounts are annualized for the three months ended March 31, 1999, March 31,
1998, and December 31, 1997.
(2) Return represents net increase in shareholders' equity resulting from
operations divided by the average shareholders' equity for the period.

5
<PAGE>
ADDITIONAL INFORMATION

We have filed with the Commission a Registration Statement on Form N-2
(together with all amendments and exhibits, the 'Registration Statement') under
the Securities Act of 1933, as amended (the 'Securities Act'), with respect to
the Securities offered by this Prospectus. The Prospectus, which is a part of
the Registration Statement, does not contain all of the information set forth in
the Registration Statement or the exhibits and schedules thereto. For further
information with respect to our business and our Securities, reference is made
to the Registration Statement, including the exhibits and schedules thereto and
the SAI, contained in the Registration Statement.

We also file reports, proxy statements and other information with the
Commission under the Securities Exchange Act of 1934, as amended. Such reports,
proxy statements and other information, as well as the Registration Statement
and the exhibits and schedules thereto, can be inspected at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices, located at
Seven World Trade Center, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Information about the operation of the
public reference facilities may be obtained by calling the Commission at
1-800-SEC-0330. The Commission maintains a web site that contains reports, proxy
statements and other information regarding registrants, including the Company,
that file such information electronically with the Commission. The address of
the Commission's web site is (http://www.sec.gov). Copies of such material may
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Our Common
Stock is listed on the Nasdaq National Market, and such reports, proxy
statements and other information can also be inspected at the offices of the
Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.

6
<PAGE>
RISK FACTORS

You should carefully consider the risks described below together with all
of the other information provided and incorporated by reference in this
Prospectus (or any Prospectus Supplement) before making a decision to purchase
our Securities. The risks and uncertainties described below are not the only
ones facing our Company. Additional risks and uncertainties not presently known
to us, or not presently deemed material by us, may also impair our operations
and performance.

If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. If
that happens, the trading price of our Common Stock could decline, and you may
lose all or part of your investment.

This Prospectus also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in or incorporated
by reference in this Prospectus (or any Prospectus Supplement).

WE HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN EVALUATE OUR BUSINESS

Although we commenced operations in 1986, we materially changed our
business plan and format in October 1997 from structuring and arranging
financing for buyout transactions on a fee for services basis to primarily being
a lender to and investor in middle market companies. Therefore, we have only a
limited history of operations as a lender to and investor in middle market
companies upon which you can evaluate our business. While we have been
profitable since October 1997, there can be no assurance that we will remain
profitable in future periods, nor can we offer investors any assurance that we
will successfully implement our growth strategy. In addition, we have no
operating results under our new business plan which would demonstrate the effect
of a general economic recession on our business.

WE MAKE LOANS TO AND INVESTMENTS IN MIDDLE MARKET BORROWERS WHO MAY DEFAULT ON
THEIR LOANS OR PROVIDE NO RETURN ON OUR INVESTMENTS

We invest in and lend to middle market privately-owned businesses. There is
generally no publicly available information about these businesses. Therefore we
rely on our principals and consultants to investigate these businesses. The
portfolio companies in which we invest may have significant variations in
operating results, may from time to time be parties to litigation, may be
engaged in rapidly changing businesses with products subject to a substantial
risk of obsolescence, may require substantial additional capital to support
their operations, to finance expansion or to maintain their competitive
position, may otherwise have a weak financial position or may be adversely
effected by changes in the business cycle. Our portfolio companies may not meet
net income, cash flow and other coverage tests typically imposed by senior
lenders. Numerous factors may affect a portfolio company's ability to repay its
loan, including the failure to meet its business plan, a downturn in its
industry or negative economic conditions. A deterioration in a portfolio
company's financial condition and prospects may be accompanied by deterioration
in the collateral for the loan. We also make unsecured, subordinated loans and
invest in equity securities, which involve a higher degree of risk than senior
loans.

Middle market businesses typically have narrower product lines and smaller
market shares than large businesses. They tend to be more vulnerable to
competitors' actions and market conditions, as well as general economic
downturns. In addition, portfolio companies may face intense competition,
including competition from companies with greater financial resources, more
extensive development, manufacturing, marketing, and other capabilities, and a
larger number of qualified managerial and technical personnel.

These businesses may also experience substantial variations in operating
results. Typically, the success of a middle market business also depends on the
management talents and efforts of one or two persons or a small group of
persons. The death, disability or resignation of one or more of these persons
could have a material adverse impact on us. In addition, middle market
businesses often need substantial additional capital to expand or compete and
will have borrowed money from other lenders.

Our senior loans generally are secured by the assets of our borrowers. Our
subordinated loans are often secured by the assets of the borrower but our
rights to payment and our security interest are usually subordinated to the
payment rights and security interests of the senior lender. Therefore, we may be
limited in our ability to enforce our rights to collect our loans and to recover
any of the loan balance through a foreclosure of collateral.

7
<PAGE>

Often, a deterioration in a borrower's financial condition and prospects is
accompanied by a deterioration in the value of the collateral securing its loan.
In certain cases, our involvement in the management of our portfolio companies
may subject us to additional defenses and claims from borrowers and third
parties. These conditions may make it difficult for us to obtain repayment of
our loans.

THERE IS UNCERTAINTY REGARDING THE VALUE OF OUR PRIVATELY HELD SECURITIES

A majority of our portfolio securities are not publicly traded. We value
these securities based on a determination of their fair value made in good faith
by our Board of Directors. Due to the uncertainty inherent in valuing
securities, as set forth in our financial statements, that are not publicly
traded, our determinations of fair value may differ materially from the values
that would exist if a ready market for these securities existed. Our net asset
value could be materially effected if our determinations regarding the fair
value of our investments are materially different from the values that would
exist if a ready market existed for these securities.

WE MAY NOT REALIZE GAINS FROM OUR EQUITY INVESTMENTS

When we make a loan, we generally receive warrants to acquire stock issued
by the borrower, and we may make direct equity investments. Our goal is to
ultimately dispose of these equity interests and realize gains. These equity
interests may not appreciate in value and, in fact, may depreciate in value.
Accordingly, we may not be able to realize gains from our equity interests.

THE LACK OF LIQUIDITY OF OUR PRIVATELY HELD SECURITIES MAY ADVERSELY AFFECT OUR
BUSINESS

Most of our investments consist of securities acquired directly from their
issuers in private transactions. Some of these securities are subject to
restrictions on resale (including in some instances legal restrictions) or
otherwise are less liquid than public securities. The illiquidity of our
investments may make it difficult for us to obtain cash equal to the value at
which we record our investments if the need arises.

WE HAVE INVESTED IN A LIMITED NUMBER OF PORTFOLIO COMPANIES

A consequence of a limited number of investments is that the aggregate
returns realized by us may be substantially adversely affected by the
unfavorable performance of a small number of such investments or a substantial
writedown of any one investment. Beyond our regulatory and income tax
guidelines, we do not have fixed guidelines for industry diversification, and
investments could potentially be concentrated in relatively few industries.

WE HAVE LIMITED INFORMATION REGARDING THE COMPANIES IN WHICH WE INVEST

Consistent with our operation as a business development company, our
portfolio consists primarily of securities issued by privately held companies.
There is generally little or no publicly available information about such
companies, and we must rely on the diligence of our employees and the
consultants we hire to obtain the information necessary for our decision to
invest in them. There can be no assurance that our diligence efforts will
uncover all material information about the privately held business necessary to
make a fully informed investment decision.

OUR PORTFOLIO COMPANIES MAY BE HIGHLY LEVERAGED

Leverage may have important adverse consequences to these companies and to
us as an investor. These companies may be subject to restrictive financial and
operating covenants. The leverage may impair these companies' ability to finance
their future operations and capital needs. As a result, these companies'
flexibility to respond to changing business and economic conditions and to
business opportunities may be limited. A leveraged company's income and net
assets will tend to increase or decrease at a greater rate than if borrowed
money were not used.

OUR BUSINESS IS DEPENDENT ON EXTERNAL FINANCING

Our business requires a substantial amount of cash to operate. We
historically have obtained the cash required for operations through the issuance
of debt, sale of receivables to the CP Conduit Facility and the issuance of
equity.

8
<PAGE>

Senior Securities. We have issued, and intend to continue to issue, debt
securities and other evidences of indebtedness, up to the maximum amount
permitted by the 1940 Act, which currently permits us, as a BDC, to issue debt
securities and preferred stock (collectively, 'Senior Securities') in amounts
such that our asset coverage, as defined in the 1940 Act, is at least 200% after
each issuance of Senior Securities. As a result, we are exposed to the risks of
leverage. We have also retained the right to issue preferred stock. As permitted
by the 1940 Act, we may, in addition, borrow amounts up to five percent (5%) of
our total assets for temporary purposes.

CP Conduit Securitization. We depend in part on the CP Conduit Facility to
generate cash for funding our investments. As of June 30, 1999, we have one CP
Conduit Facility with an aggregate commitment of $125 million. A failure to
renew our existing CP Conduit Facility or substitute senior financing
facilities, to increase our capacity under our existing CP Conduit Facility or
to add a new CP Conduit Facility could have a material adverse effect on our
business, financial condition and results of operations. See the description of
our CP Conduit Facility under 'Management's Discussion and Analysis of Financial
Condition And Results of Operations--Financial Condition, Liquidity and Capital
Resources.'

Common Stock. Because we are constrained in our ability to issue debt for
the reasons given above, we are dependent on the issuance of equity as a
financing source. If additional funds are raised through the issuance of Common
Stock or debt securities convertible into or exchangeable for Common Stock, the
percentage ownership of our stockholders at the time would decrease and they may
experience additional dilution. In addition, any convertible or exchangeable
securities may have rights, preferences and privileges more favorable than those
of the Common Stock.

The following table is designed to illustrate the effect on return to a
holder of the Company's Common Stock of the leverage created by the Company's
use of borrowing, at the rate of 6.7% and assuming hypothetical annual returns
on the Company's portfolio of minus 15 to plus 15 percent. As can be seen,
leverage generally increases the return to shareholders when portfolio return is
positive and decreases return when the portfolio return is negative. Actual
returns may be greater or less than those appearing in the table.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Assumed Return on Portfolio
(Net of Expenses)(1)............................... -15.0% -10.0% -5.0% -- 5.0% 10.0% 15.0%
Corresponding Return to Common Stockholders(2)....... -30.1% -21.6% -13.1% -4.6% 3.8% 12.3% 20.8%
</TABLE>

- ------------------

(1) The Assumed Portfolio Return is required by regulation of the Commission and
is not a prediction of, and does not represent, the projected or actual
performance of the Company.

(2) In order to compute the 'Corresponding Return to Common Stockholders,' the
'Assumed Return on Portfolio' is multiplied by the total value of the
Company's assets at the beginning of the Company's fiscal year to obtain an
assumed return to the Company. From this amount, all interest accrued during
the year is subtracted to determine the return available to stockholders.
The return available to stockholders is then divided by the total value of
the Company's net assets as of the beginning of the fiscal year to determine
the 'Corresponding Return to Common Stockholders.'

WE MAY INCUR ADDITIONAL DEBT THAT COULD INCREASE YOUR INVESTMENT RISKS

We borrow money or issue debt securities to provide us with additional
funds to invest. Our lenders have fixed dollar claims on our assets that are
senior to the claims of our stockholders and, thus, our lenders have preference
over our stockholders with respect to our assets. In particular, the assets
which we have pledged to our lenders under our commercial paper conduit
securitization facility (the 'CP Conduit Facility') were sold to a separate
business trust prior to such pledge. While we own a beneficial interest in this
trust, these assets are property of the trust, available to satisfy the debts of
the trust, and would only become available for distribution to our stockholders
to the extent specifically permitted under the agreements governing the CP
Conduit Facility. See 'Risk Factors--Our CP Conduit Facility imposes certain
limitations on us.'

Although borrowing money for investment increases the potential for gain,
it also increases the risk of a loss. A decrease in the value of our investments
will have a sharper impact on the value of our Common Stock if we borrow money
to make investments. Our ability to pay dividends could also be adversely
impacted. In addition, our ability to pay dividends or incur additional
indebtedness would be restricted if asset coverage is not

9
<PAGE>

equal to at least twice our indebtedness. If the value of our assets decline, we
might be unable to satisfy that test. If this happens, we may be required to
sell some of our investments and repay a portion of our indebtedness at a time
when a sale may be disadvantageous. See 'Assumed Return on the Company's
Portfolio.'

A CHANGE IN INTEREST RATES MAY ADVERSELY AFFECT OUR PROFITABILITY

A portion of our income will depend upon the difference between the rate at
which we borrow funds and the rate at which we loan these funds. We anticipate
using a combination of equity and long-term and short-term borrowings to finance
our lending activities. Certain of our borrowings may be at fixed rates and
others at variable rates. As of June 1, 1999, none of our borrowings were at
fixed rates of interest and $43 million were at variable rates of interest
determined on the basis of a benchmark LIBOR rate. In addition, $113 million of
the loans in our portfolio were at fixed rates and $65 million were at variable
rates determined on the basis of a benchmark prime rate. We typically undertake
to hedge against the risk of adverse movement in interest rates in our CP
Conduit Facility and other short-term and long-term borrowings as against our
portfolio of assets. Hedging activities may limit our ability to participate in
the benefits of lower interest rates with respect to the hedged portfolio.
Adverse developments resulting from changes in interest rates or hedging
transactions could have a material adverse effect on our business, financial
condition and results of operations. See 'Business--The Company's Operations as
a BDC and RIC.'

AN ECONOMIC DOWNTURN COULD AFFECT OUR OPERATING RESULTS

An economic downturn may adversely affect middle market businesses, which
are our primary market for investments. Such a downturn could also adversely
effect our ability to obtain capital to invest in such companies. These results
could have a material adverse effect on our business, financial condition and
results of operations.

OUR CP CONDUIT FACILITY IMPOSES CERTAIN LIMITATIONS ON US

In March 1999, we established a line of credit pursuant to a CP Conduit
Facility administered by First Union Capital Markets Corp. This facility, which
has an aggregate commitment of $125 million, is not available for further draws
after March 31, 2001, and is subject to annual renewals thereafter with the
consent of our lenders. Our CP Conduit Facility contains customary default
provisions, as well as the following default provisions: a cross-default on our
debt of $1 million or more, a minimum net worth requirement of $100 million plus
seventy-five percent (75%) of any new equity or subordinated debt, a default
triggered by change in control and a default arising from the termination of any
two of Malon Wilkus, Adam Blumenthal and John Erickson as our executive
officers. In addition, if we fail to deliver to our lenders a formal credit and
collection policy and loan grading system by September 30, 1999, the lenders
will have the right to terminate the facility.

THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER OUR CP CONDUIT FACILITY COULD LEAD
TO TERMINATION OF THAT FACILITY

Our CP Conduit Facility contains certain default provisions, some of which
are described in the immediately preceding paragraph. An event of default under
our CP Conduit Facility could result, among other things, in termination of
further funds availability under that facility, an accelerated maturity date for
all amounts outstanding under that facility and the disruption of all or a
portion of the business financed by that facility. This could reduce our
revenues and, by delaying any cash payment allowed to us under facility until
the lender has been paid in full, reduce our liquidity and cash flow.

WE MAY EXPERIENCE FLUCTUATIONS IN OUR QUARTERLY RESULTS

We could experience fluctuations in our quarterly operating results due to
a number of factors including, among others, variations in and the timing of the
recognition of realized and unrealized gains or losses, the degree to which we
encounter competition in our markets and general economic conditions. As a
result of these factors, results for any period should not be relied upon as
being indicative of performance in future periods. See 'Management's Discussion
and Analysis of Financial Condition and Results of Operations.'

10
<PAGE>

WE MAY FAIL TO CONTINUE TO QUALIFY FOR OUR PASS-THROUGH TAX TREATMENT

We have operated since October 1, 1997 so as to qualify to be taxed as a
RIC under Subchapter M of the Code and, provided we meet certain requirements
under the Code, we can generally avoid corporate level federal income taxes on
income distributed to you and other stockholders as dividends. We would cease to
qualify for this favorable pass-through tax treatment if we are unable to comply
with the source of income, diversification or distribution requirements
contained in Subchapter M of the Code, or if we cease to operate so as to
qualify as a BDC under the 1940 Act. If we fail to qualify to be taxed as a RIC
or to distribute our income to stockholders on a current basis, we would be
subject to corporate level taxes which would significantly reduce the amount of
income available for distribution to stockholders. The loss of our current tax
treatment could have a material adverse effect on the total return, if any,
obtainable from your investment in the Securities. See 'Business--The Company's
Operations as a BDC and RIC.'

THERE IS A RISK THAT YOU MAY NOT RECEIVE DIVIDENDS

Since our initial public offering, we have distributed more than 98% of our
net operating income and 98% of our net realized short-term capital gains, if
any, on a quarterly basis to our stockholders. Our current intention is to
continue these distributions to our stockholders. Net realized long-term capital
gains may be retained to supplement our equity capital and support growth in our
portfolio, unless our Board of Directors determines in certain cases to make a
distribution. We cannot assure you that we will achieve investment results or
maintain a tax status that will allow any specified level of cash distributions
or year-to-year increases in cash distributions.

OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS WILL DEPEND ON OUR ABILITY TO
MANAGE EFFECTIVELY ANY FUTURE GROWTH

We have grown significantly since we restructured our operations in October
1997. Our ability to sustain continued growth depends on our ability to
identify, evaluate, finance and invest in suitable companies that meet our
investment criteria. Accomplishing such a result on a cost-effective basis is
largely a function of our marketing capabilities, our management of the
investment process, our ability to provide competent, attentive and efficient
services, our access to financing sources on acceptable terms and the
capabilities of our technology platform. As we grow, we will also be required to
hire, train, supervise and manage new employees. Failure to manage effectively
any future growth could have a material adverse effect on our business,
financial condition and results of operations.

WE ARE DEPENDENT UPON OUR KEY MANAGEMENT PERSONNEL FOR OUR FUTURE SUCCESS

We are dependent for the final selection, structuring, closing and
monitoring of our investments on the diligence and skill of our senior
management and other management members. Our future success depends to a
significant extent on the continued service and coordination of our senior
management team, particularly Malon Wilkus, our President and Chief Executive
Officer, Adam Blumenthal, our Executive Vice President and Chief Operating
Officer and John Erickson, our Vice President and Chief Financial Officer. The
departure of any of our executive officers or key employees could materially
adversely affect our ability to implement our business strategy, and the
departure of any two of Malon Wilkus, Adam Blumenthal and John Erickson would be
a default of the servicing provisions under our CP Conduit Facility. We do not
maintain key man life insurance on any of our officers or employees.

WE OPERATE IN A HIGHLY COMPETITIVE MARKET FOR INVESTMENT OPPORTUNITIES

A large number of entities compete with us and make the types of
investments that we make in middle market privately-owned businesses. We compete
with a large number of private equity funds and venture capital companies,
investment banks and other equity and non-equity based investment funds, and
other sources of financing, including traditional financial services companies
such as commercial banks. Many of our competitors are substantially larger and
have considerably greater financial, technical and marketing resources than we
do. For example, some competitors may have a lower cost of funds and access to
funding sources that are not available to us. In addition, certain of our
competitors may have higher risk tolerances or different risk assessments, which
could allow them to consider a wider variety of investments and establish more
relationships and build their market shares. We cannot assure you that the
competitive pressures we face will not have a material adverse effect on our
business, financial condition and results of operations. Also, as a result of
this

11
<PAGE>

competition, we may not be able to take advantage of attractive investment
opportunities from time to time and there can be no assurance that we will be
able to identify and make investments that satisfy our investment objectives or
that we will be able to fully invest our available capital.

PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS COULD DETER TAKEOVER
ATTEMPTS

Our certificate of incorporation and bylaws and the Delaware General
Corporation Law contain provisions that may have the effect of discouraging,
delaying or making more difficult a change in control and preventing the removal
of incumbent directors. The existence of these provisions may negatively impact
on the price of our Common Stock and may discourage third-party bids. These
provisions may reduce any premiums paid to you for shares of your Common Stock.
Furthermore, we are subject to Section 203 of the Delaware General Corporation
Law. Section 203 governs business combinations with interested stockholders, and
also could have the effect of delaying or preventing a change in control.

CHANGES IN LAWS OR REGULATIONS GOVERNING OUR OPERATIONS MAY ADVERSELY AFFECT OUR
BUSINESS

We and our portfolio companies are subject to regulation by laws at the
local, state and federal level. These laws and regulations, as well as their
interpretation, may be changed from time to time. Accordingly, any change in
these laws or regulations could have a material adverse impact on our business.
See 'Regulation.'

RISKS RELATED TO POTENTIAL YEAR 2000 PROBLEMS MAY ADVERSELY AFFECT OUR BUSINESS

The Year 2000 issue is the result of computer programs and embedded
hardware systems having been developed using two digits rather than four to
define the applicable year. These computer programs or hardware that have
date-sensitive software or embedded chips may recognize a date using '00' as the
Year 1900 rather than the Year 2000. This could result in system failures or
miscalculations causing disruptions or failure of our operations, including
among other things, a temporary inability to transact new business or
communicate with our customers online.

We depend on our computer software programs and operating systems in
operating our business. We also depend on the proper functioning of computer
systems of third parties, such as portfolio companies, vendors and suppliers.
The failure of any of these systems to appropriately interpret the upcoming
calendar Year 2000 could have a material adverse effect on our business and
financial condition. We are currently identifying our own systems that are not
Year 2000 compliant and taking steps to determine whether third parties are
doing the same. In addition, we are implementing a plan to prepare our most
critical computer systems to be Year 2000 compliant in 1999.

Throughout 1999, we will continue to address any issues of Year 2000
non-compliance and further develop our contingency plan to ensure business
operations in the event of systems failure in the Year 2000. We are utilizing
both internal and external resources to reprogram or replace, test, and
implement the software and other systems for Year 2000 modifications. We
estimate that the cost of our Year 2000 project will be less than $125,000. This
amount includes the cost of additional software, reviewing the portfolio
companies' readiness, and outside systems professionals working on our Year 2000
compliance. We cannot assure you that our Year 2000 compliance program will be
effective or that our estimates about the cost of completing our program will be
accurate.

We may experience degradation in the performance of our systems or complete
systems failure if our assessment is erroneous or if we encounter unforeseen
difficulties. Any of these events, whether occurring in our systems, the systems
of participants in our strategic marketing alliances or the systems of others,
including our portfolio companies, could have a material adverse effect on our
business, financial conditions and results of operations. See 'Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Impact of the Year 2000' for information on our state of readiness, potential
risks and costs regarding Year 2000 compliance.

12
<PAGE>

WE MAY NOT BE ABLE TO EXECUTE OUR BUSINESS STRATEGY IF USE OF THE INTERNET AS
REQUIRED BY OUR STRATEGY DOES NOT DEVELOP

We have begun to implement a business strategy that will use the Internet
as a financial portal for middle market companies, to auction securities to
institutional investors, and a retail site for certain of our portfolio
companies. There can be no assurance that the implementation of this strategy
will be successful.

WE COULD FACE LOSSES AND POTENTIAL LIABILITY IF INTRUSIONS, VIRUSES OR SIMILAR
DISRUPTIONS TO OUR INTERNET TECHNOLOGY JEOPARDIZE OUR CONFIDENTIAL INFORMATION
OR THAT OF USERS OF OUR WEB SITE

Although we have implemented, and will continue to implement, security
measures, our Internet technology platform is and will continue to be vulnerable
to intrusion, computer viruses or similar disruptive problems caused by
transmission from Internet users. The misappropriation of proprietary
information could expose us to a risk of loss or litigation. Furthermore, until
more comprehensive security technologies are developed, the security and privacy
concerns of existing and Internet users may inhibit the growth of the Internet
commerce, which would adversely affect our business strategy.

FAILURE TO DEPLOY NEW CAPITAL MAY REDUCE OUR RETURN ON EQUITY

If we fail to invest our new capital effectively our return on equity may
be negatively impacted, which could reduce the price of your Common Stock.

THE MARKET PRICE OF OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY

The market price and marketability of shares of our common stock may from
time to time be significantly affected by numerous factors, including many over
which we have no control and that may not be directly related to us. These
factors include the following:

o price and volume fluctuations in the stock market from time to time,
which are often unrelated to the operating performance of particular
companies;

o significant volatility in the market price and trading volume of
securities of RICs, BDCs or other companies in our sector, which is not
necessarily related to the operating performance of these companies;

o changes in regulatory policies or tax guidelines, particularly with
respect to RICs or BDCs;

o changes in earnings or variations in operating results;

o any shortfall in revenue of net income or any increase in losses from
levels expected by securities analysts;

o general economic trends and other external factors; and

o loss of a major funding source.

Fluctuations in the trading price of our common stock may adversely affect
the liquidity of the trading market for our common stock and, in the event that
we seek to raise capital through future equity financings, our ability to raise
such equity capital.

FUTURE SALES OF OUR COMMON STOCK MAY NEGATIVELY AFFECT OUR STOCK PRICE

The market price of our Common Stock could decline as a result of sales of
a large number of shares of our Common Stock in the market, or the perception
that such sales could occur. These sales also might make it more difficult for
us to sell additional equity securities in the future at a time and at a price
that we deem appropriate.

OUR COMMON STOCK MAY BE DIFFICULT TO RESELL

Investors may not be able to resell shares of Common Stock at or above
their purchase prices due to a number of factors, including:

o actual or anticipated fluctuation in our operating results;

o changes in expectations as to our future financial performance or changes
in financial estimates of securities analysts;

o departures of key personnel; and

o the operating and stock price performance of other comparable companies.

13
<PAGE>

USE OF PROCEEDS

Unless otherwise specified in the Prospectus Supplement accompanying this
Prospectus, the Company intends to use the net proceeds from the sale of the
Securities for general corporate purposes, which may include investment in
middle market privately-owned companies in accordance with the Company's
investment objectives, repayment of the Company's indebtedness outstanding from
time to time, acquisitions and other general corporate purposes.

The Company anticipates that substantially all of the net proceeds of any
offering of Securities will be utilized in the manner described above within six
months, and in any event within two years. Pending such utilization, the Company
intends to invest the net proceeds of any offering of Securities in time
deposits, income-producing securities with maturities of three months or less
that are issued or guaranteed by the federal government or an agency thereof and
high quality debt securities maturing in one year or less from the time of
investment.

14
<PAGE>

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Since the Company became a RIC, it has distributed, and currently intends
to continue to distribute in the form of dividends, a minimum of 98% of its net
operating income and 98% of its net realized short-term capital gains, if any,
on a quarterly basis to its stockholders. Net realized long-term capital gains
may be retained to supplement the Company's equity capital and support growth in
its portfolio, unless the Board of Directors determines in certain cases to make
a distribution. There is no assurance that the Company will achieve investment
results or maintain a tax status that will permit any specified level of cash
distributions or year-to-year increases in cash distributions. At the option of
a holder of Common Stock, all cash distributions can be reinvested automatically
under the Company's Reinvestment Plan in additional whole and fractional shares.
A stockholder whose shares are held in the name of a broker or other nominee
should contact the broker or nominee regarding participation in the Reinvestment
Plan on the stockholder's behalf. See 'Risk factors--We May Lose Our
Pass-Through Tax Treatment;' 'Reinvestment Plan;' and 'Business--The Company's
Operations as a BDC and RIC.' The Common Stock of the Company historically
trades at prices both above and below its net asset value. There can be no
assurance, however, that such premium or discount, as applicable, to net asset
value will be maintained.

The Company's Common Stock is quoted on the Nasdaq Stock Market under the
symbol ACAS. As of May 17, 1999, the Company had 208 stockholders of record and
approximately 4,500 beneficial owners. The following table sets forth the range
of high and low sales prices of the Company's Common Stock as reported on the
Nasdaq Stock Market and the dividends declared by the Company for the period
from August 29, 1997, when public trading of the Common Stock commenced pursuant
to the IPO, through June 30, 1999.

BID PRICE

<TABLE>
<CAPTION>
PREMIUM PREMIUM
(DISCOUNT) (DISCOUNT)
OF LOW OF HIGH
NET ASSET SALES SALES PRICE
VALUE PER DIVIDEND PRICE TO NET TO NET
SHARE(1) HIGH LOW DECLARED ASSET VALUE ASSET VALUE
--------- ------ ------ -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
1997
Third Quarter (beginning August 29,
1997)....................................... $ 13.60 $20.25 $18.50 $ 0.00 36.03% 48.90%
Fourth Quarter................................ $ 13.61 $20.75 $16.50 $ 0.21 21.23% 52.46%

1998
First Quarter................................. $ 13.63 $22.50 $17.25 $ 0.25 26.56% 65.08%
Second Quarter................................ $ 13.65 $24.63 $21.25 $ 0.29 55.68% 80.44%
Third Quarter................................. $ 13.77 $24.25 $10.13 $ 0.32 (26.43)% 76.11%
Fourth Quarter................................ $ 13.80 $18.44 $ 9.19 $ 0.48 (33.42)% 33.62%

1999
First Quarter................................. $ 14.02 $18.56 $14.75 $ 0.41 5.21% 32.38%
Second Quarter................................ -- $19.88 $16.50 $ 0.43 -- --
</TABLE>

- ------------------
(1) Net Asset Value per share is determined as of the last day in the relevant
quarter and therefore may not reflect the net asset value per share on the
date of the high and low sale price. Historically, the Company's net assets
have been highest at the end of the quarter. The net asset values shown are
based on outstanding shares at the end of each period.

15
<PAGE>

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The selected financial data should be read in conjunction with the
Company's financial statements and notes thereto. As discussed in Notes 1 and 2,
the Company completed an initial public offering of its Common Stock on August
29, 1997, and on October 1, 1997, began to operate as a BDC so as to qualify to
be taxed as a RIC. As a result of the changes, the financial results of the
Company for periods prior to October 1, 1997 are not comparable to periods
commencing October 1, 1997 and are not expected to be representative of the
financial results of the Company in the future.

- ------------------

(1) Amounts are annualized for the three months ended March 31, 1999, March 31,
1998, and December 31, 1997.

(2) Return represents net increase in shareholders' equity resulting from
operations divided by the average shareholders' equity for the period.

16
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

All statements contained herein that are not historical facts including,
but not limited to, statements regarding anticipated activity are forward
looking in nature and involve a number of risks and uncertainties. Actual
results may differ materially. Among the factors that could cause actual results
to differ materially are the following: changes in the economic conditions in
which the Company operates negatively impacting the financial resources of the
Company; certain of the Company's competitors with substantially greater
financial resources than the Company reducing the number of suitable investment
opportunities offered to the Company or reducing the yield necessary to
consummate an investment; increased costs related to compliance with laws,
including environmental laws; general business and economic conditions and other
risk factors described in the Company's reports filed from time to time with the
Commission. The Company cautions readers not to place undue reliance on any such
forward looking statements, which statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the date
made.

The following analysis of the financial condition and results of operations
of the Company should be read in conjunction with the Company's financial
statements and the notes thereto. As discussed in Notes 1 and 2, the Company
completed an initial public offering ('IPO') of its Common Stock on August 29,
1997 and on October 1, 1997 began to operate so as to qualify to be taxed as a
RIC. After the IPO, the Company changed its primary business plan and format
from structuring and arranging financing for buyout transactions on a fee for
services basis to being a lender to and investor in middle market companies. As
a result of the changes, the Company's predominant source of operating income
has changed from financial performance and advisory fees to interest and
dividends earned from investing the Company's assets in debt and equity of
businesses. Additionally, pursuant to RIC accounting requirements, effective
October 1, 1997, the Company's accounting for its operating subsidiary, CIC,
changed from a consolidated basis to the equity method. The financial results of
the Company for the periods through September 30, 1997 are not comparable to
periods commencing October 1, 1997 and are not expected to be representative of
the financial results of the Company in the future. Accordingly, those periods
are discussed separately.

PORTFOLIO COMPOSITION

The Company's primary business is investing in and lending to
privately-owned businesses through investments in senior debt, subordinated debt
with detachable common stock warrants, preferred stock and common stock. The
total portfolio value of investments in non-publicly traded securities was
$182,498, $165,035 and $20,645 at March 31, 1999, December 31, 1998, and
December 31, 1997, respectively. During the three months ended March 31, 1999
(the 'First Quarter 1999'), the year ended December 31, 1998, and the three
months ended December 31, 1997, the Company made investments totaling $26,212
and advanced $1,800 previously committed under working capital facilities,
$150,249, including $7,384 in funds committed but undrawn under credit
facilities, and $20,622 respectively. The weighted average effective interest
rate on the investment portfolio was 13.1%, 13.0% and 12.2%, respectively, at
March 31, 1999, December 31, 1998, and December 31, 1997. A summary of the
composition of the Company's portfolio of non-publicly traded securities at
March 31, 1999, December 31, 1998, and December 31, 1997 is shown in the
following table:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
MARCH 31, 1999 1998 1997
-------------- ------ ------
<S> <C> <C> <C>
Senior debt........................................................... 15.4% 15.0% 27.7%
Subordinated debt..................................................... 66.1% 65.5% 53.5%
Convertible preferred stock........................................... 1.6% 3.3% 11.2%
Common Stock warrants................................................. 15.1% 13.5% 7.6%
Common Stock.......................................................... 1.8% 2.7% --
</TABLE>

The Company expects its portfolio composition for the remainder of 1999 to
be similar to its portfolio composition at March 31, 1999 and at December 31,
1998. The Company will continue to weight its portfolio composition heavily
toward investments in subordinated debt with detachable warrants.

17
<PAGE>
The following table shows the portfolio composition by industry grouping:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
MARCH 31, 1999 1998 1997
-------------- ------ ------
<S> <C> <C> <C>
Manufacturing............................................... 63.2% 66.1% 52.8%
Health Care................................................. 9.6% -- --
Media....................................................... 8.5% 9.1% --
Construction................................................ 9.1% 10.0% --
Wholesale & Retail.......................................... 2.7% 7.4% 30.0%
Transportation.............................................. 4.9% 5.4% --
Service..................................................... 2.0% 2.0% 17.2%
</TABLE>

Management expects that the largest percentage of its investments will
continue to be in manufacturing companies; however, the Company intends to
continue to diversify its portfolio and will explore new investment
opportunities in a variety of industries.

RESULTS OF OPERATIONS

The Company's financial performance, as reflected in its Statements of
Operations, is composed of four primary elements. The first element is 'Net
operating income (loss),' which for periods prior to October 1, 1997
('Pre-RIC'), is the difference between the Company's revenue earned from
arranging financing for middle market companies and other financial advisory
work and its total operating expenses including ESOP contributions, depreciation
and interest expense. For periods prior to October 1, 1997, ESOP contributions
represented a significant component of total operating expenses. All required
contributions to the Company's ESOP have been made by the Company, and further
contributions will be made at the discretion of the Company's Board of
Directors. Net operating income (loss) for periods commencing October 1, 1997
('Post-RIC'), is primarily the interest and dividends earned from investing in
debt and equity securities and the equity in earnings of its unconsolidated
operating subsidiary less the operating expenses of the Company. The second
element is 'Change in unrealized appreciation of investments,' which is the net
change in the estimated fair value of the Company's portfolio assets at the end
of the period compared with their estimated fair values at the beginning of the
period or their stated costs, as appropriate. The third element is 'Realized
gain on investments,' which reflects the difference between the proceeds from a
sale or maturity of a portfolio investment and the cost at which the investment
was carried on the Company's balance sheet. The fourth element is 'Provision for
income taxes,' which reflects a statutory tax rate applied to the Company's
pretax income, under generally accepted accounting principles in the United
States consistently applied ('GAAP'), for pre-RIC periods. Actual taxes paid
have historically been lower than the provision primarily due to the temporary
difference of the unrealized appreciation of investments which has resulted in a
deferred tax liability on the pre-RIC balance sheet of CIC. For post-RIC
periods, the Company intends to operate so as to qualify to be taxed as a RIC.
As long as the Company qualifies as a RIC, it will be able to take a deduction
against its otherwise taxable income for certain dividends it pays, allowing it
to substantially reduce or eliminate its corporate level federal income tax
liability. As a result, the provisions for income taxes for post-RIC periods are
expected to be minimal.

As discussed above, as a RIC, the Company is required to account for
investments in operating subsidiaries under the equity method, regardless of
ownership interest. Accordingly, the Company's investment in CIC, which prior to
RIC status was consolidated, is presented on the equity method effective October
1, 1997. Therefore, commencing on October 1, 1997, and consistent with the
equity method of accounting, the portfolio companies owned by CIC are not
reported separately by the Company.

18
<PAGE>
THREE MONTHS ENDED MARCH 31, 1999 AND 1998.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------------------
1999 1998
------------------ ------------------
<S> <C> <C>
Operating income................................................................ $6,520 $3,292
Operating expenses.............................................................. 1,398 444
Equity in (loss) earnings of unconsolidated operating subsidiary................ (395) 101
------- -------
Net operating income............................................................ 4,727 2,949
Realized gain on investments.................................................... 316 --
Increase in unrealized appreciation of investments.............................. 1,981 28
------- -------
Net increase in shareholders' equity resulting from operations.................. $7,024 $2,977
------- -------
------- -------
</TABLE>

Total operating income for the First Quarter 1999 increased $3,228, or 98%,
compared to the three months ended March 31, 1998 (the 'First Quarter 1998').
The increase in operating income is a result of the Company closing 15
investments in private companies totaling $141 million between March 31, 1998
and March 31, 1999. For the First Quarter 1999, operating income consisted of
$666 in loan fees, $5,813 in interest and dividends on non-publicly traded
securities and $41 in interest on government agency securities, bank deposits
and repurchase agreements; for the First Quarter 1998, operating income
consisted of $612 in loan fees, $1,207 in interest and dividends on non-publicly
traded securities and $1,473 in interest on government agency securities, bank
deposits and repurchase agreements. The First Quarter 1999 loan fees include
$288 in prepayment fees collected as a result of the repayment of $5,000 in
subordinated debt and the sale of senior and subordinated debt of $2,667. As the
Company increases its investment portfolio of non- publicly traded securities,
the interest and dividends the Company realizes on these securities will also
increase.

Operating expenses for the First Quarter 1999 increased $954, or 215%, over
the same period in 1998. The increase is primarily due to interest expense of
$794 in the First Quarter 1999, which resulted from the Company's $41,070
weighted average borrowings under credit facilities and notes payable. The
weighted average interest rates on borrowings at March 31, 1999 was 7.7%.
Operating expenses also increased due to the increase in salaries and benefits
from $170 the three months ended March 31, 1998 to $310 for the same period in
1999. The Company had 32 and 21 employees at March 31, 1999 and 1998,
respectively. The increase in salary and benefit expense is directly
attributable to the increase in the number of employees. The Company intends to
continue to hire new professionals in 1999 to support anticipated portfolio
growth.

Equity in (loss) earnings of unconsolidated operating subsidiary, which
represents CIC's results, decreased from a gain of $101 for First Quarter 1998
to a loss of $(395) for First Quarter 1999. For the three months ended March 31,
1999, CIC's results included $1,435 of operating income, $2,044 of operating
expenses, $925 of realized gains on investments, $954 of unrealized depreciation
of investments, and $243 in other income. The realized gain was a result of the
sale of CIC's common stock investment in Four S Baking Company and the
unrealized depreciation was due to the reversal of previously recorded
unrealized appreciation of CIC's Four S Baking Company investment. For the three
months ended March 31, 1998, CIC's results included $1,779 of operating income,
$1,546 of operating expenses, $96 of unrealized depreciation of investments, and
$36 of other expenses. The decrease in CIC's earnings was primarily attributable
to the $556 increase in salary and benefits expense caused by the increase in
the number of employees noted above.

During the First Quarter 1999, the Company recorded a net realized gain of
$316 on the sale of its investment of Four S Baking Company. Total proceeds from
the sale of securities, which included senior debt, subordinated debt, preferred
stock, common stock warrants, and common stock, were $7,163. The net realized
gain is comprised of the realization of the unamortized loan discounts.

The increase in unrealized appreciation of investments is based on
portfolio asset valuations determined by the Company's Board of Directors. The
unrealized appreciation of investments for the First Quarter 1999 increased
$1,953 over the First Quarter 1998. The increase for the First Quarter 1999 was
comprised of valuation increases of $2,468 at four portfolio companies and
valuation decreases of $487 at six portfolio companies.

19
<PAGE>
YEAR ENDED DECEMBER 31, 1998.

The operating results for the year ended December 31, 1998 are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1998
-----------------
<S> <C>
Operating income........................................................... $16,979
Operating expenses......................................................... 1,709
Equity in loss of unconsolidated operating subsidiary...................... (482)
-----------------
Net operating income....................................................... 14,788
Increase in unrealized appreciation of investments......................... 2,127
-----------------
Net increase in shareholders' equity resulting from operations............. $16,915
-----------------
-----------------
</TABLE>

Total operating income consisted of $2,549 in loan processing fees and
$11,020 in interest and dividends on non-publicly traded securities and $3,410
in interest on government agency securities, bank deposits and repurchase
agreements. The loan fees were earned as result of closing fourteen investments
in private companies totaling $150 million during the year.

Operating expenses for the year consisted of $843 in salaries and benefits,
$809 in general and administrative expenses and $57 in interest expense.

Equity in loss of unconsolidated operating subsidiary represents CIC's
results. For the year ended December 31, 1998, CIC's results included $5,227 of
operating income, $6,451 of operating expenses, $481 of unrealized appreciation
of investments, and $202 in other income.

The increase in unrealized appreciation of investments as discussed in Note
2 to the financial statements is based on portfolio asset valuations determined
by the Company's Board of Directors. The increase in unrealized appreciation of
investments for the year ended December 31, 1998 is $2,127, which consists of
valuation increases of $2,324 at nine portfolio companies and valuation
decreases of $197 at three portfolio companies.

THREE MONTHS ENDED DECEMBER 31, 1997.

The Post-RIC operating results for the three months ended December 31, 1997
are summarized as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-----------------
<S> <C>
Operating income........................................................... $ 2,797
Operating expenses......................................................... 551
Equity in earnings of unconsolidated operating subsidiary.................. 24
-------
Net operating income....................................................... 2,270
Increase in unrealized appreciation of investments......................... 167
-------
Net increase in shareholders' equity resulting from operations............. $ 2,437
-------
-------
</TABLE>

Total operating income consisted of approximately $700 in loan processing
fees and $200 in interest on non-publicly traded securities and $1,900 in
interest on government agency securities and overnight repurchase agreements.
The loan fees were earned as a result of closing three investments in private
companies totaling $21 million during the period.

Operating expenses for the period consisted of $243 in salaries and
benefits and $308 in general and administrative expenses.

Equity in earnings of unconsolidated operating subsidiary represents CIC's
results including the portfolio companies. For the three months ended December
31, 1997, CIC's results included $414 of operating income, $987 of operating
expenses, $605 of unrealized appreciation of investment and $8 in tax
provisions.

The increase in unrealized appreciation of investments as discussed in Note
2 to the financial statements is determined by the Company's Board of Directors.
The change in unrealized appreciation of investments for the

20
<PAGE>
three month period is $167 which consists of an increase of $52 in the valuation
of the government agency securities and an increase of $115 in the valuation of
the investments in private companies.

NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996.

The operating results for the nine months ended September 30, 1997 compared
to nine months ended September 30, 1996.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------------------
1997 1996
----------------- -----------------
<S> <C> <C>
Operating income................................................................. $ 2,901 $ 1,758
Operating expenses............................................................... 2,651 1,921
------- -------
Net operating income............................................................. 250 (163)
Increase in unrealized appreciation of investments............................... 5,321 441
Provision for income taxes....................................................... 2,128 109
------- -------
Net increase in shareholders' equity resulting from operations................... $ 3,443 $ 169
------- -------
------- -------
</TABLE>

Total operating income was $2,901 for the nine months ended September 30,
1997, compared to $1,758 for the nine months ended September 30, 1996, a 65.0%
increase. Financial advisory fees were $1,122 and $1,300 for the nine months
ended September 30, 1997 and 1996, respectively. The decline in financial
advisory fees was attributable to a relative increase in management attention to
engagements producing financial performance fees, and to the IPO. Financial
performance fees were $798 and $241 for the nine months ended September 30, 1997
and 1996, respectively. The increase in financial performance fees was
associated with the Company's successful completion of an engagement to advise
the Allied Pilots Association on the structuring of an employee option plan at
American Airlines. Other operating income was $428 and $265 for the nine months
ended September 30, 1997 and 1996, respectively. The increase in other operating
income was attributable to a higher level of expense reimbursement for the
Company. Included in total operating revenue for the nine months ended September
30, 1997, was interest income earned on investment securities and overnight
repurchase agreements of $553.

Total operating expenses for the nine months ended September 30, 1997 and
1996, were $2,651 and $1,921, respectively, an increase of 38.0%. Salaries and
benefits for the nine months ended September 30, 1997 and 1996, were $1,221 and
$935, respectively, a 30.6% increase which was predominantly associated with
increased levels of staffing. General and administrative expenses for the nine
months ended September 30, 1997 and 1996, were $1,514 and $772, respectively, a
96.1% increase primarily associated with the increased use of consultants by the
Company. The increase in other expenses is attributable to a variety of expenses
associated with potential transactions. For the nine months ended September 30,
1997 and 1996, interest expense was $60 and $21, respectively. The increase in
interest expense relates to the Company's increased levels of working capital
for the period in 1997 prior to the IPO.

During the nine months ended September 30, 1997, the Company changed its
evaluation of collectibility of a receivable from Martino's Bakery, Inc., due to
Martino's improved financial condition, restructuring of repayment terms, and
subsequent payment history. Therefore, the Company recorded a reversal in its
provision for doubtful accounts totaling $177. During the nine months ended
September 30, 1996, the Company had accrued $164 as a provision for doubtful
accounts related to two companies, one of which was Martino's Bakery, Inc.

For the nine months ended September 30, 1997 and 1996, the Company recorded
net increases in unrealized appreciation of investments in its portfolio
companies of $5,321 and $441, respectively. Included in unrealized appreciation
of investments during the first nine months of 1997 was $4,400 associated with
the acquisition of Biddeford Textile Company, formerly the blanket operation of
the electric blanket manufacturing division of Sunbeam Products, Inc. Also
included in unrealized appreciation of investments during the first nine months
of 1997 was appreciation of $731 associated with the Company's investment in
Mobile Tool International, Inc., appreciation of $356 associated with Four S
Baking Company, Inc., and depreciation of $138 associated with Martino's Bakery,
Inc.

21
<PAGE>
The following table sets forth the components of the increase in unrealized
appreciation of investments for the nine months ended September 30, 1997 and
1996:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------------------
1997 1996
----------------- -----------------
<S> <C> <C>
Government Securities.................................................. $ (27) $ --
Erie Forge and Steel, Inc.............................................. -- 153
Four S Baking Company.................................................. 355 (54)
Indiana Steel & Wire Corporation....................................... -- 7
Martino's Bakery, Inc.................................................. (138) 143
Mobile Tool International, Inc......................................... 731 192
Biddeford Textile Corporation.......................................... 4,400 --
------- -------
Increase in unrealized appreciation of investments..................... $ 5,321 $ 441
------- -------
------- -------
</TABLE>

The Company recorded provisions for income taxes for the nine months ended
September 30, 1997 and 1996, of $2,129 and $109, respectively. Unrealized
appreciation (depreciation) of investments does not affect the actual tax paid
by the Company. However, under GAAP, the Company provides for income taxes based
on its GAAP pretax income, which includes unrealized appreciation (depreciation)
of investments. Actual income taxes paid may differ substantially from the
provision for income taxes. The Company accounted for this difference by
recognition of a deferred tax liability in the Pre-RIC balance sheet of CIC.

YEAR ENDED DECEMBER 31, 1996.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
<S> <C>
Operating income........................................................... $ 2,746
Operating expenses excluding ESOP contribution............................. 2,645
ESOP contribution.......................................................... 216
-------
Total operation expenses................................................... 2,861
-------
Net operating loss before investment activity.............................. (115)
Increase in unrealized appreciation of investments......................... 483
Provision for income taxes................................................. 159
-------
Net increase in shareholders' equity resulting from operations............. $ 209
-------
-------
</TABLE>

Operating income consists predominantly of financial advisory fees and
financial performance fees. During 1996, financial advisory fees and financial
performance fees constituted 86.9% of total revenue.

Total operating expenses at the Company were $2,861 in 1996. Salaries and
benefits, excluding ESOP contributions, were $1,067 in 1996. General and
administrative and other expenses were $1,282 in 1996.

The Company's interest expense was $33 in 1996. Interest expense is
primarily associated with credit facilities used by the Company to support its
working capital requirements and to finance a portion of its investments in
middle market companies. The Company's total borrowings under these facilities
were approximately $430 at December 31, 1996. In addition, the Company had a
note payable to its President in the amount of $74 at December 31, 1996. During
1996, the Company has paid interest on its debt obligations to unrelated parties
at rates ranging from 1.5% above the lender's base rate of interest to 3% above
such rate. The rate of interest on the Company's note payable to its President
was 4% above the prime rate of interest.

The Company made ESOP contributions of $216 in 1996. These contributions
represent an allocation of the preferred stock held by the ESOP to the Company's
employees, which preferred stock was converted into Common Stock on a one for
one basis on July 28, 1997. As a result, these contributions did not result in a
cash outflow from the Company. These contributions were deductible for tax
purposes and served to reduce the Company's tax obligations. At December 31,
1996, unearned ESOP shares totaled $117 and the Company's obligation to make
further contributions to the ESOP was limited to that amount.

22
<PAGE>
For the year ended December 31, 1996, the Company recorded net increases in
unrealized appreciation of investments of $483 as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
<S> <C>
Erie Forge and Steel....................................................... $ 204
Four S Baking Company...................................................... (81)
Indiana Steel & Wire Corporation........................................... 9
Martino's Bakery, Inc...................................................... 156
Mobile Tool International, Inc............................................. 195
-------
Increase in unrealized appreciation of investments......................... $ 483
-------
-------
</TABLE>

During 1996, the Company was taxed as a C Corporation. Unrealized
appreciation (depreciation) of investments does not affect the actual tax paid
by the Company. However, under GAAP, the Company provides for income taxes based
on its GAAP pretax income, which includes unrealized appreciation (depreciation)
of investments. The Company accounted for this difference by recognition of a
deferred tax provision of $159 in 1996.

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

As of March 31, 1999, the Company had $1,231 in cash and cash equivalents
and $68,991 in investments in Federal agency securities. In addition, the
Company had outstanding debt secured by assets of the Company of $30,000 in
borrowings under credit facilities and $77,091 in short term notes payable.
During 1998, the Company's primary source of funding was the proceeds received
in connection with its IPO. The Company completed investing the proceeds of its
IPO during 1998 and began funding its investments with proceeds from a line of
credit and short term borrowings.

Description of CP Conduit Facility. As of March 31, 1999, the Company
closed its maximum $100,000 CP Conduit Facility (the maximum commitment amount
under the facility has since been increased to $125,000). In connection with
the closing, the Company established ACS Funding Trust I (the 'Trust'), an
affiliated business trust and contributed or sold to the Trust approximately
$157,000 in loans. Subject to certain conditions, the Company will remain
servicer of the loans. Simultaneously with the initial contribution, the Trust
entered into a loan agreement with First Union Capital Markets Corp., as deal
agent, and certain other parties providing for loans in an amount up to 50% of
the eligible loan balance subject to certain concentration limits. The committed
term of this CP Conduit Facility is two years and interest on borrowings will be
charged at LIBOR plus 2.50%. The full amount of principal is payable over two
years beginning at the end of the term and interest is payable monthly. The
Company will use borrowings under this facility to repay existing debt and to
continue making investments in the debt and equity securities of middle market
companies. In order to manage interest rate risk associated with the floating
rate borrowings, the Company or ACAS Funding will enter into hedging agreements.
The Company intends to use derivative instruments for non-trading and
non-speculative purposes only. This CP Conduit Facility contains certain default
provisions as described under 'Risk Factors-- Our CP Conduit Facility Imposes
Certain Limitations On Us.'

In order to maintain its RIC status, the Company is required to distribute
annually 90% or more of its net operating income and net realized short-term
capital gains to stockholders. The Company anticipates having to issue debt or
equity securities in addition to the above borrowings to expand its investments
in middle market companies. The terms of the future debt and equity issuances
can not be determined and there can be no assurances that the debt or equity
markets will be available to the Company on terms it deems favorable.

PORTFOLIO CREDIT QUALITY

The Company has implemented a system under which it grades all loans on a
scale of 1 to 4. This system is intended to reflect the performance of the
borrower's business, the collateral coverage of the loans and other factors
considered relevant. Under this system, management believes that loans with a
grade of 4 involve the least amount of risk in the Company's portfolio. The
borrower is performing above expectations and the trends and risk factors are
generally favorable. Management believes that loans graded 3 involve an
acceptable level of risk

23
<PAGE>
that is similar to the risk at the time of origination. The borrower is
performing as expected and the risk factors are neutral to favorable. All new
loans are initially graded 3.

Loans graded 2 involve a borrower performing below expectations and the
loan risk has increased since origination. The borrower may be out of compliance
with debt covenants, however, loan payments are not more than 120 days past due.
For loans graded 2, the Company's management will increase procedures to monitor
the borrower and will write down the fair value of the loan if it is deemed to
be impaired. A loan grade of 1 indicates that the borrower is performing
materially below expectations and the loan risk has substantially increased
since origination. Some or all of the debt covenants are out of compliance and
payments are delinquent. Loans graded 1 are not anticipated to be repaid in full
and the Company will reduce the fair market value of the loan to the amount it
anticipates will be recovered.

To monitor and manage the investment portfolio risk, management tracks the
weighted average portfolio grade. The weighted average portfolio grade was 3.0
and 3.2 at March 31, 1999 and December 31, 1998, respectively. In addition, all
of the Company's outstanding loans are performing and paying as agreed as of
March 31, 1999. At March 31, 1999, the Company's portfolio was graded as
follows:

<TABLE>
<CAPTION>
INVESTMENTS AT PERCENTAGE OF TOTAL
GRADE VALUE PORTFOLIO
- ----- ------------------- -------------------
<S> <C> <C>
4 $ 30,709 16.8%
3 142,938 78.3%
2 8,851 4.9%
1 -- --
------------------- ------
$ 182,498 100.0%
------------------- ------
------------------- ------
</TABLE>

IMPACT OF THE YEAR 2000

The 'Year 2000 Issue' is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using '00' as the year 1900 rather than the
Year 2000. This could result in a system failure or miscalculations causing
disruption of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities. The Company created a Year 2000 Compliance Committee to address the
Year 2000 compliance of the Company's information technology and non-information
technology systems, the systems of third parties, and the systems of the
portfolio companies. The Company has also engaged outside technology consultants
to assist with its Year 2000 project.

All of the software used by the Company in its information technology
systems is provided by outside vendors. The Company has taken an inventory of
all of its information technology systems and is in the process of obtaining
Year 2000 compliance designations from its vendors and internally conducting
compliance testing. Based on its assessment of its information technology
systems, management has identified the general ledger software package as the
significant system that is Year 2000 non-compliant. As such, the Company will
replace its accounting software with a new, Year 2000 compliant software
package. The new accounting software and all necessary modifications to other
information technology systems will be completed by August, 1999.

The Company is also evaluating the Year 2000 compliance of its
non-information technology systems, which includes the Company's office
equipment other than its computers and communications equipment. The Company has
contacted its office equipment vendors to obtain Year 2000 compliance
designations. The Company believes it will complete the remediation, testing and
implementation of these non-information technology systems by July, 1999.

The Company has contacted third parties that do not share information
systems with the Company ('external agents'). These third parties include the
Company's banks, landlords, utility companies, telecommunication providers and
other vendors. To date, the Company is not aware of any external agent Year 2000
issue that would have a material adverse effect on the Company's results of
operations, liquidity, or capital resources. However, the Company has no means
of ensuring that external agents will be Year 2000 compliant by

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the end of this year. The inability of external agents to complete their Year
2000 compliance process in a timely fashion could have a material adverse effect
on the Company. The effect of non-compliance by external agents is not
determinable.

The Company is also evaluating the Year 2000 readiness of its portfolio
companies. Beginning in the summer of 1998, the Company has required that each
portfolio company expressly warrant in its loan agreement that it is or will be
Year 2000 compliant prior to December 31, 1999. The Company has also submitted
questionnaires to all of its portfolio companies to determine their exposure to
the Year 2000 problem and the adequacy of their plans to address the issues.
Over 90% of the portfolio companies have responded to the questionnaire. Based
on the correspondence received from the portfolio companies, management believes
that over 80% of its portfolio companies have either no material exposure to the
Year 2000 issue or are adequately carrying out their plans to address their
exposure. The Company has either not received complete questionnaires from the
remaining 20% of the portfolio companies or has requested that the portfolio
companies improve the scope and detail of their responses. The Company intends
to follow up with the portfolio companies to ensure
that they have executed their compliance plan by June 30, 1999.

Throughout 1999, the Company will continue to address any issues of Year
2000 non-compliance and further develop its contingency plan to ensure business
operations in the event of systems failure in the Year 2000. The Company is
utilizing both internal and external resources to reprogram or replace, test,
and implement the software and other systems for Year 2000 modifications. The
Company estimates that the cost of its Year 2000 project will be less than $125.
This amount includes the cost of additional software, reviewing the portfolio
companies' readiness, and outside systems professionals working on the Company's
Year 2000 compliance.

The Company's plans to complete the Year 2000 modifications are based on
management's best estimates, which were derived utilizing numerous assumptions
of future events including the continued availability of certain resources,
estimates on the status of completion and the total expected costs. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ materially from those plans. Specific issues that might
cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, and similar uncertainties. Significant
systems failures at the Company, a third party, or the portfolio companies could
have a materially adverse effect on the Company's business. While the Company
believes that its portfolio companies are adequately addressing the Year 2000
issue, no assurance can be given that some of its portfolio companies will not
suffer material adverse effects from Year 2000 issues. Management believes that
the most likely worst case Year 2000 scenario is a material decrease in interest
income and an impairment in the valuation of the Company's investment portfolio.
The magnitude of these material adverse effects on the portfolio companies and
the operating results and financials of the Company cannot be determined at this
time.

IMPACT OF INFLATION

Management believes that inflation can influence the value of the Company's
investments through the impact it may have on the capital markets, the
valuations of business enterprises and the relationship of the valuations to
underlying earnings.

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BUSINESS

The Company was incorporated in 1986 to provide financial advisory services
to and invest in middle market companies. On August 29, 1997, the Company
completed an IPO of 10,382,437 shares of its Common Stock and became a
non-diversified, closed end investment company that has elected to be treated as
a BDC under the 1940 Act. On October 1, 1997, the Company began operations so as
to qualify to be taxed as a RIC as defined in Subtitle A, Chapter 1, under
Subchapter M of the Internal Revenue Code of 1986 as amended (the 'Code'). As
contemplated by these transactions, the Company materially changed its business
plan and format from structuring and arranging financing for buyout transactions
on a fee for services basis to primarily being a lender to and investor in
middle market companies. The Company continues to provide financial advisory
services to businesses through CIC, a wholly-owned subsidiary. The Company had
established itself as a leading firm in structuring and obtaining funding for
management and employee buyouts of subsidiaries, divisions and product lines
being divested by larger corporations through the use of ESOPs. From its
formation in 1986 through the IPO, the Company arranged 29 financing
transactions aggregating over $400 million and invested in the equity securities
of eight of those transactions. From the IPO through March 31, 1999, the Company
invested $197 million in debt and equity securities of middle market companies
including over $5 million in funds committed but undrawn under credit
facilities.

The Company is a buyout and specialty finance company that is principally
engaged in providing senior debt, subordinated debt and equity to middle market
companies in need of capital for management buyouts including ESOP buyouts,
growth, acquisitions, liquidity and restructuring. The Company's ability to fund
the entire capital structure is an advantage in completing middle market
transactions. The Company generally invests up to $20 million in each
transaction and through its subsidiary, CIC, will arrange and secure capital for
larger transactions. The Company's primary business objectives are to increase
its net operating income and net asset value by investing its assets in senior
debt, subordinated debt with detachable warrants and equity of middle market
companies with attractive current yields and potential for equity appreciation.
The Company's loans typically range from $3 million to $20 million, mature in
five to ten years, and require monthly or quarterly interest payments at fixed
rates or variable rates based on the prime rate, plus a margin. The Company
prices its debt and equity investments based on its analysis of each
transaction. As of March 31, 1999, the weighted average effective yield on the
Company's investments was 13.1%.

In most cases, the Company receives Put Rights under various circumstances
including, typically, the repayment of the Company's loans or debt securities.
The Company may use its Put Rights to dispose of its equity interest in a
business, although the Company's ability to exercise Put Rights may be limited
or nonexistent if a business is illiquid. In most cases, the Company also
receives the right to representation on the businesses' board of directors. At
March 31, 1999, the Company had board seats on 13 out of 17 businesses and had
board observation rights on 2 of the remaining businesses in which it has made
investments.

The Company generally acquires equity interests in the companies from which
it has purchased debt securities with the goal of enhancing its overall return.
As of March 31, 1999, the Company had a weighted average ownership interest of
26.7% in our portfolio companies. The Company is prepared to be a long-term
partner to its portfolio companies thereby positioning the Company to
participate in their future financing needs. The opportunity to liquidate its
investments and realize a gain may occur if the business recapitalizes its
equity, either through a sale to new owners or a public offering of its equity
or if the Company exercises its Put Rights. The Company generally does not have
the right to require that a business undergo an initial public offering by
registering securities under the Securities Act of 1933, but the Company
generally does have the right to sell its equity interests in a public offering
by the business to the extent permitted by the underwriters.

The Company makes available significant managerial assistance to its
portfolio companies. Such assistance typically involves closely monitoring the
operations of the company, hiring additional senior management, if needed, being
available for consultation with its officers, developing the business plan and
providing financial guidance and participating on its board of directors.
Providing assistance to its borrowers serves as a means of influence for the
Company as well as an opportunity for the Company to assist in maximizing the
value of the portfolio company.

Prior to the IPO, the Company established itself as a leading firm in
structuring and obtaining funding for management and employee buyouts of
subsidiaries, divisions and product lines being divested by larger

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corporations through the use of an ESOP. The selling entities have included
Sunbeam Corporation, the U.S. Office of Personnel Management, American Premier
Underwriters, Inc. (formerly Penn Central Corporation), Campbell Soup Company,
Union Carbide Corporation, National Forge Company, Inc., Air Products Company,
Ampco-Pittsburgh Corporation and British Petroleum Company. In most of the ESOP
transactions structured by the Company, the employees agree to restructure their
wages and benefits so that overall cash compensation is reduced while
contributions of stock are made to an ESOP. The resulting company is structured
so that the fair market value of stock contributed to the ESOP can be deducted
from corporate income before paying taxes. Restructuring employee compensation
together with the ESOP tax advantages has the effect of improving the cash flow
of the ESOP company. The Company is a leading firm in structuring and
implementing ESOP employee buyouts. The Company believes that its ESOP knowledge
and experience and its ability to fund transactions positions the Company
favorably in the market place.

The Company provides financial advisory services and structuring of
transactions through its wholly-owned subsidiary CIC. The typical advisory
engagement includes a monthly retainer and a performance fee contingent upon
closing of the transaction or event which is the subject of the engagement.
Management believes that future growth of CIC is attainable through adding
additional professionals, by gaining additional market share and by realizing
the benefits of what is expected to be an increasing client base, which should
expand as a result of its relationship with the Company.

The Company believes that, through the structuring and advisory business,
it has established an extensive referral network comprised of venture
capitalists, investment bankers, attorneys, accountants, commercial bankers,
unions, business and financial brokers, and existing ESOP companies. The Company
has also developed an extensive set of Internet sites that generates financing
requests and provides businesses an efficient tool for learning about the
Company and its capabilities.

The Company has a marketing department headed by a vice president of
marketing dedicated to maintaining contact with members of the referral network
and receiving opportunities for the Company to consider. During 1998, the vice
president of marketing received in excess of 1,500 transactions for
consideration. Many of those transactions did not meet the Company's criteria
for initial consideration, but the opportunities that met those criteria were
sent to the Company's principals for further review and consideration. The vice
president of marketing and CIC are continuing the relationships with the
referral network and the Company utilizes the referral network and CIC's client
base as its primary sources of investment opportunities.

The Company's executive offices are located at 3 Bethesda Metro Center,
Suite 860, Bethesda, MD 20814 and its telephone number is (301) 951-6122. In
addition to its executive offices, the Company maintains offices in New York,
Boston, Pittsburgh, San Francisco, Chicago and Dallas.

INTERNET STRATEGY

The Company believes that the Internet is a significant medium for
information and business commerce. The Company has been active in developing an
Internet web site that provides background and promotional information about the
Company and refers financing leads to the Company. During 1998, a $15.5 million
portfolio investment by the Company was originated as a result of the Internet
site. The site also generated other prospective opportunities that the Company
chose not to pursue because they did not meet the Company's investment criteria.
The Company has developed a strategy to utilize the Internet to expand its core
business, add value to its portfolio companies and enhance the liquidity of its
assets and thereby add value to its stockholders. The Company's strategy is as
follows:

o Financial Portal For Middle Market Companies. The Company intends to
operate a financial portal web site that middle market businesses can
utilize to learn about corporate finance, value their company, build
financial models, develop financing memorandums, find professionals to
assist in the financing process, find sources of capital and research
financing terms, criteria and the availability of a variety of financing
options. This site will also allow businesses to complete applications
online and submit them to the Company for consideration. The Company
intends to have this site operational by the third quarter of 1999. The
Company expects this site to generate additional opportunities to provide
financing to middle market companies as well as opportunities to refer
potential financing transactions that do not meet the Company's
investment criteria to other lenders and finance companies.

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o Retail Internet Site For Products Manufactured By Portfolio
Companies. The Company is in the early stages of developing web sites to
market retail products manufactured by certain of its Portfolio Companies
directly to consumers. Additionally, the Company intends to target for
investment as possible Portfolio Companies manufacturing companies that
manufacture products that may be sold through a retail Internet site. The
strategy will entail a series of marketing joint ventures with these
portfolio companies. The Company believes that these sites will provide
incremental business to some of its portfolio companies and may thereby
enhance the Company's return on its investment with respect to such
portfolio companies. This initiative may lead to the creation of a new
Internet marketing subsidiary of the Company with the potential for
appreciation that would benefit the holders of our Common Stock.

o Private Securities Auction Site. The Company has commenced developing a
web site to auction certain securities of private companies to
institutional investors. This site is in an early stage of development
and will require the Company to meet numerous regulatory requirements,
including requirements of the Commission, prior to commencing operation
of the site. There is no assurance that such requirements can or will be
met. The Company believes that it can use its expertise in originating
securities to become a market maker in such securities and that the
Internet will provide an efficient medium to make such a market and to
communicate with and sell securities to qualified investors.

LENDING AND INVESTMENT DECISION CRITERIA

The Company reviews certain criteria in order to make investment decisions.
The criteria listed below provide a general guide for the Company's lending and
investment decisions, although not all criteria are required to be favorable in
order for the Company to make an investment.

Operating History. The Company focuses on target companies that have
stable operating histories and are profitable or near profitable at existing
operating levels. The Company reviews the target company's ability to service
and repay debt based on its historical results of operations. The Company
considers factors such as market shares, customer concentration, recession
history, competitive environment and ability to sustain margins. The Company
does not expect to lend or invest in start-up or other early stage companies.

Growth. The Company considers a target company's ability to increase its
cash flow. Anticipated growth is a key factor in determining the value ascribed
to any warrants and equity interests acquired by the Company.

Liquidation Value of Assets. Although the Company does not operate as an
asset-based lender, liquidation value of the assets collateralizing the
Company's loans is an important factor in many credit decisions. Emphasis is
placed both on tangible assets (accounts receivable, inventory, plant, property
and equipment) as well as intangible assets such as customer lists, networks,
databases and recurring revenue streams.

Experienced Management Team. The Company requires that each portfolio
company have a management team that is experienced and properly incentivized
through a significant ownership interest in the portfolio company. The Company
requires that a potential recipient of the Company's financing have a management
team who have demonstrated the ability to execute the portfolio company's
objectives and implement its business plan.

Exit Strategy. Prior to making an investment, the Company analyzes the
potential for the target company to experience a liquidity event that will allow
the Company to realize value for its equity position. Liquidity events include,
among other things, a private sale of the Company's financial interest, a sale
of the portfolio company, an initial public offering or a purchase by the
portfolio company or one of its stockholders of the Company's equity position.

OPERATIONS

Marketing and Origination Process. The Company and CIC have 24
professionals responsible for originating loans and investments and providing
financial assistance to middle market companies and intends to hire an
additional three to six professionals during the next twelve months. To discover
potential financing opportunities, the Company has a dedicated marketing
department headed by a vice president who manages an extensive referral network
comprised of venture capitalists, investment bankers, unions, attorneys,
accountants, commercial bankers, business and financial brokers and prospective
or existing ESOP companies. The Company also has an extensive set of Internet
sites that it uses to attract financing opportunities.

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Approval Process. The Company's financial professionals review
informational packages in search of potential financing opportunities and
conduct a due diligence investigation of each applicant that passes an initial
screening process. This due diligence investigation generally includes one or
more on-site visits, a review of the target company's historical and prospective
financial information, interviews with management, employees, customers and
vendors of the applicant, and background checks and research on the applicant's
product, service or particular industry. The Company engages professionals such
as environmental consultants, accountants, lawyers, risk managers and management
consultants to perform elements of the due diligence review as it deems
appropriate. Upon completion of a due diligence investigation, one of the
Company's principals prepares an investment committee report summarizing the
target company's historical and projected financial statements, industry and
management team and analyzing its conformity to the Company's general investment
criteria. The principal then presents this profile to the Company's Investment
Committee. The Company's Investment Committee and the Company's Board of
Directors must approve each financing.

Portfolio Management. In addition to the review at the time of original
underwriting, the Company attempts to preserve and enhance the earnings quality
of its portfolio companies through proactive management of its relationships
with its clients. This process includes attendance at portfolio company board
meetings, management consultation and review and management of covenant
compliance. The Company's investment and finance personnel regularly review
portfolio company monthly financial statements to assess cash flow performance
and trends, periodically evaluate the operations of the client, seek to identify
industry or other economic issues that may adversely affect the client, and
prepare quarterly summaries of the aggregate portfolio quality for management
review.

Support Services. A commercial bank provides certain administrative
services for the Company's investments and also acts as the custodian of the
Company's portfolio assets pursuant to and in accordance with the 1940 Act.

LOAN GRADING

The Company has implemented a system to evaluate and classify all loans
based on their current risk profile. The system requires the Director of
Reporting and Compliance to grade a loan on a scale of one to four. Loans graded
four involve the least amount of risk of loss, while loans graded one have an
unacceptable level of risk and a high probability of loss. The loan grade is
then reviewed and approved by the Investment Committee and the Board of
Directors. This system is intended to reflect the performance of the portfolio
company's business, the collateral coverage of the loans and other factors
considered relevant. For more information regarding the Company's loan grading
practices, see 'Management's Discussion and Analysis of Financial Condition and
Results of Operations--Portfolio Credit Quality.'

COMPETITION

The Company competes with a large number of private equity funds and
venture capital companies, investment banks and other equity and non-equity
based investment funds; and other sources of financing, including traditional
financial services companies such as commercial banks. Many of the Company's
competitors are substantially larger and have considerably greater financial,
technical and marketing resources than the Company does. For example, some
competitors may have a lower cost of funds and access to funding sources that
are not available to the Company. In addition, certain of the Company's
competitors may have higher risk tolerances or different risk assessments, which
could allow them to consider a wider variety of investments and establish more
relationships and build their market shares. There is no assurance that the
competitive pressures the Company faces will not have a material adverse effect
on our business, financial condition and results of operations. Also, as a
result of this competition, the Company may not be able to take advantage of
attractive investment opportunities from time to time and there can be no
assurance that the Company will be able to identify and make investments that
satisfy its investment objectives or that the Company will be able to fully
invest its available capital.

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LEGAL PROCEEDINGS

While the Company may, from time to time, be a party to certain lawsuits in
connection with its business it currently has no pending lawsuits.

EMPLOYEES

As of March 31, 1999, the Company had thirty-two employees, twenty-four of
whom are professionals working on financings for middle market companies. The
Company believes that the relations with its employees are excellent.

THE COMPANY'S OPERATIONS AS A BDC AND RIC

As a BDC, the Company may not acquire any asset other than Qualifying
Assets unless, at the time the acquisition is made, Qualifying Assets represent
at least 70% of the value of the Company's total assets. The principal
categories of Qualifying Assets relevant to the business of the Company are the
following:

o securities purchased in transactions not involving any public offering
from the issuer of such securities, which issuer is an eligible portfolio
company. An eligible portfolio company is defined as any issuer that (a)
is organized and has its principal place of business in the United
States, (b) is not an investment company other than a small business
investment company wholly-owned by the BDC, and (c) does not have any
class of publicly-traded securities with respect to which a broker may
extend credit;

o securities received in exchange for or distributed with respect to
securities described above, or pursuant to the exercise of options,
warrants or rights relating to such securities; and

o cash, cash items, Government securities, or high quality debt securities
maturing in one year or less from the time of investment.

The Company may not change the nature of its business so as to cease to be,
or withdraw its election as, a BDC unless authorized by vote of the holders of
the majority, as defined in the 1940 Act, of the Company's outstanding voting
securities. Since the Company made its BDC election, it has not made any
substantial change in its structure or in the nature of its business.

Since October 1, 1997, the Company has operated so as to qualify as a RIC
under the Code. Generally, in order to qualify as a RIC, the Company must
continue to qualify as a BDC and distribute to stockholders in a timely manner,
at least 90% of its 'investment company taxable income' as defined by the Code.
Also, the Company must derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale of
stock or other securities or other income derived with respect to its business
of investing in such stock or securities as defined by the Code. Additionally,
the Company must diversify its holdings so that (a) at least 50% of the value of
the Company's assets consists of cash, cash items, government securities,
securities of other RICs and other securities if such other securities of any
one issuer do not represent more than 5% of the Company's assets and 10% of the
outstanding voting securities of the issuer and (b) no more than 25% of the
value of the Company's assets (including those owned by CIC) are invested in the
securities of one issuer (other than U.S. government securities and securities
of other RICs), or of two or more issuers that are controlled by the Company and
are engaged in the same or similar or related trades or businesses. If the
Company qualifies as a RIC, it will not be subject to federal income tax on the
portion of its taxable income and net capital gains it distributes in a timely
fashion to stockholders. In addition, with respect to each calendar year, if the
Company distributes or is treated as having distributed (including amounts
retained but designated as deemed distributed) in a timely manner 98% of its
capital gain net income for each one-year period ending on October 31, and
distributes 98% of its net ordinary income for such calendar year (as well as
any income not distributed in prior years), it will not be subject to the 4%
nondeductible federal excise tax imposed with respect to certain undistributed
income of RICs.

If the Company fails to satisfy the 90% distribution requirement or
otherwise fails to qualify as a RIC in any taxable year, it will be subject to
tax in such year on all of its taxable income, regardless of whether the Company
makes any distribution to its stockholders. In addition, in that case, all of
the Company's distributions to its

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stockholders will be characterized as ordinary income (to the extent of the
Company's current and accumulated earnings and profits).

Our wholly-owned subsidiary, CIC, is an ordinary corporation that is
subject to corporate level federal income tax.

TEMPORARY INVESTMENTS

Pending investment in other types of Qualifying Assets, the Company has
invested its otherwise uninvested cash primarily in cash, cash items, government
securities, agency paper or high quality debt securities maturing in one year or
less from the time of investment in such high quality debt investments
('Temporary Investments') so that at least seventy percent (70%) of its assets
are Qualifying Assets. Typically, the Company invests in U.S. Treasury bills.
Additionally, the Company may invest in repurchase obligations of a 'primary
dealer' in government securities (as designated by the Federal Reserve Bank of
New York) or of any other dealer whose credit has been established to the
satisfaction of the Board of Directors. There is no percentage restriction on
the proportion of the Company's assets that may be invested in such repurchase
agreements. A repurchase agreement involves the purchase by an investor, such as
the Company, of a specified security and the simultaneous agreement by the
seller to repurchase it at an agreed upon future date and at a price which is
greater than the purchase price by an amount that reflects an agreed-upon
interest rate. Such interest rate is effective for the period of time during
which the investor's money is invested in the arrangement and is related to
current market interest rates rather than the coupon rate on the purchased
security. The Company requires the continual maintenance by its custodian or the
correspondent in its account with the Federal Reserve/Treasury Book Entry System
of underlying securities in an amount at least equal to the repurchase price. If
the seller were to default on its repurchase obligation, the Company might
suffer a loss to the extent that the proceeds from the sale of the underlying
securities were less than the repurchase price. A seller's bankruptcy could
delay or prevent a sale of the underlying securities.

LEVERAGE

For the purpose of making investments and to take advantage of favorable
interest rates, the Company has issued, and intends to continue to issue, senior
debt securities and other evidences of indebtedness, up to the maximum amount
permitted by the 1940 Act, which currently permits the Company, as a BDC, to
issue senior debt securities and preferred stock (collectively, 'Senior
Securities') in amounts such that the Company's asset coverage, as defined in
the 1940 Act, is at least 200% after each issuance of Senior Securities. Such
indebtedness may also be incurred for the purpose of effecting share
repurchases. As a result, the Company is exposed to the risks of leverage.
Although the Company has no current intention to do so, it has retained the
right to issue preferred stock. As permitted by the 1940 Act, the Company may,
in addition, borrow amounts up to five percent (5%) of its total assets for
temporary purposes.

INVESTMENT OBJECTIVES AND POLICIES

The Company's investment objectives are to achieve a high level of current
income from the collection of interest and advisory fees, as well as long-term
growth in its stockholders' equity through the appreciation in value of the
Company's equity interests in the portfolio companies in which it invests. The
following restrictions, along with these investment objectives, are the
Company's only fundamental policies--that is, policies which may not be changed
without the approval of the holders of the majority, as defined in the 1940 Act,
of the Company's outstanding voting securities. The percentage restrictions set
forth below other than the restriction pertaining to the issuance of Senior
Securities, as well as those contained elsewhere in this Prospectus, apply at
the time a transaction is effected, and a subsequent change in a percentage
resulting from market fluctuations or any cause other than an action by the
Company will not require the Company to dispose of portfolio securities or to
take other action to satisfy the percentage restriction.

The Company will at all times conduct its business so as to retain its
status as a BDC. In order to retain that status, the Company may not acquire any
assets (other than non-investment assets necessary and appropriate to its
operations as a BDC) if after giving effect to such acquisition the value of its
'Qualifying Assets' amounts to less than 70% of the value of its total assets.
For a summary definition of 'Qualifying Assets,' see

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'Regulation.' The Company believes that the securities it proposes to acquire
(provided that the Company controls, or through its officers or other
participants in the financing transaction, makes significant managerial
assistance available to the issuers of these securities), as well as Temporary
Investments, will generally be Qualifying Assets. Securities of public
companies, on the other hand, are generally not Qualifying Assets unless they
were acquired in a distribution, in exchange for or upon the exercise of a right
relating to securities that were Qualifying Assets.

The Company may invest up to 100% of its assets in securities acquired
directly from issuers in privately-negotiated transactions. With respect to such
securities, the Company may, for the purpose of public resale, be deemed an
'underwriter' as that term is defined in the 1933 Act. The Company may invest up
to 50% of its assets to acquire securities of issuers for the purpose of
acquiring control (up to 100% of the voting securities) of such issuers. The
Company will not concentrate its investments in any particular industry or group
of industries. Therefore, the Company will not acquire any securities (except
upon the exercise of a right related to previously acquired securities) if, as a
result, 25% or more of the value of its total assets (including assets held by
CIC) consists of securities of companies in the same industry.

The Company may issue Senior Securities to the extent permitted by the 1940
Act for the purpose of making investments, to fund share repurchases, or for
temporary or emergency purposes. A business development company may issue Senior
Securities up to an amount so that the asset coverage, as defined in the 1940
Act, is at least 200% immediately after each issuance of Senior Securities.

The Company will not (a) act as an underwriter of securities of other
issuers (except to the extent that it may be deemed an 'underwriter' of
securities purchased by it that must be registered under the 1933 Act before
they may be offered or sold to the public); (b) purchase or sell real estate or
interests in real estate or real estate investment trusts (except that the
Company may purchase and sell real estate or interests in real estate in
connection with the orderly liquidation of investments and may own the
securities of companies or participate in a partnership or partnerships that are
in the business of buying, selling or developing real estate); (c) sell
securities short; (d) purchase securities on margin (except to the extent that
it may purchase securities with borrowed money); (e) write or buy put or call
options (except to the extent of warrants or conversion privileges in connection
with its acquisition financing or other investments, and rights to require the
issuers of such investments or their affiliates to repurchase them under certain
circumstances); (f) engage in the purchase or sale of commodities or commodity
contracts, including futures contracts (except where necessary in working out
distressed loan or investment situations); or (g) acquire more than 3% of the
voting stock of, or invest more than 5% of its total assets in any securities
issued by, any other investment company, except as they may be acquired as part
of a merger, consolidation or acquisition of assets. With regard to that portion
of the Company's investments in securities issued by other investment companies
it should be noted that such investments may subject the Company's stockholders
to additional expenses.

INVESTMENT ADVISOR

The Company has no investment advisor and is internally managed by its
executive officers under the supervision of the Board of Directors.

32
<PAGE>
PORTFOLIO COMPANIES

The following table sets forth certain information as of March 31, 1999,
regarding each portfolio company in which the Company currently has an equity
investment. Unless otherwise noted in the table or the descriptions that follow
the table, the only relationship between each portfolio company and the Company
is the Company's investment. Any such loans and investments will be made in
accordance with the Company's investment policies and procedures.

<TABLE>
<CAPTION>
% OF CLASS
OWNED ON A COST OR INITIAL
NAME AND ADDRESS OF NATURE OF FULLY VALUE OF
PORTFOLIO COMPANY BUSINESS TYPE OF SECURITY DILUTED BASIS(1) INVESTMENT
- -------------------------------- ---------------- ------------------------ ---------------- ---------------
<S> <C> <C> <C> <C>
AUXI Health, Inc. .............. Home Health Care Subordinated Debt....... -- $ 9,532
810 Crescent Common Stock Warrants... 20% 2,599
Center Drive
Franklin, TN 37067
BIW Connector Systems, Inc. .... Specialty Senior Debt............. -- 3,404
500 Tesconi Circle Connectors Subordinated Debt....... -- 6,740
Santa Rosa, CA 95401 Member Interest 20% 652
Warrants................
Centennial Broadcasting, LLC ... Radio Stations Subordinated Debt....... -- 15,495
3825 Forrestgate Drive
Winston-Salem, NC 27103
Chance Coach, Inc. ............. Bus Manufacturer Senior Debt............. -- 1,232
2811 North Ohio Street Subordinated Debt....... -- 7,171
Wichita, KS 67219 Convertible Preferred 20% 2,000
Stock................... 43.7% 4,041
Common Stock Warrants... 18.3% 1,896
Common Stock............
Confluence Holdings Corp. ...... Kayak and Canoe Senior Debt............. -- 11,475
3761 Old Glenola Road Manufacturing Subordinated Debt....... -- 5,226
Trinity, NC 27370 Common Stock Warrants... 18.0% 1,319
Cycle Gear, Inc. ............... Motorcycle Parts Senior Debt............. -- 750
303 43rd Street and Accessories Subordinated Debt....... -- 639
Richmond, CA 94805 Common Stock Warrants... 16.5% 374
Decorative Surfaces Decorative Paper Subordinated Debt....... -- 5,516
International, Inc. ........... and Vinyl Convertible 2.9% 665
1280 N. Grant Avenue Manufacturing Preferred Stock......... 42.3% 4,571
Columbus, OH 43201 Common Stock Warrants...
Electrolux, LLC ................ Consumer Subordinated Debt....... -- 7,563
5956 Sherry Lane Appliances Member Interest......... 2.5% 246
Dallas, TX 75225
Euro-Caribe Packing ............ Meat Processing Senior Debt............. -- 7,062
Company, Inc. Subordinated Debt....... -- 8,921
PO Box 3146 Common Stock Warrants... 37.0% 1,110
Zona Industrial Sabana Abajo
Carolina (San Juan),
PR 00984
JAG Industries, Inc. ........... Diversified Senior Debt............. -- 1,200
2201 Aisquith Street Manufacturing Subordinated Debt....... -- 2,346
Baltimore, MD 21218 Common Stock Warrants... 75.0% 505
The LA Studios, Inc. ........... Audio Production Subordinated Debt....... -- 2,411
3453 Cahuenga Blvd., West Common Stock Warrants... 17.0% 902
Hollywood, CA 90068
Lion Brewery, Inc. ............. Malt Beverages Subordinated Debt....... -- 5,958
700 N. Pennsylvania Ave. Common Stock Warrants... 54.0% 675
Wilkes-Barre, PA 18705
Patriot Medical ................ Repair Services Senior Debt............. -- 3,000
Technologies, Inc. Subordinated Debt....... -- 2,090
210 Twenty-Fifth Avenue Common Stock Warrants... 17.0% 410
Nashville, TN 37203
The New Piper Aircraft, Inc. ... Aircraft Subordinated Debt....... -- 17,897
2926 Piper Drive Common Stock Warrants... 4.0% 2,231
Vero Beach, FL 32960
Specialty Transportation Municipal Waste Subordinated Debt....... -- 7,386
Services, Inc. ................ Transportation Common Stock Warrants... up to 39.1% 694
5979 McCasland Avenue Common Stock............ 9.1% 500
Portage, IN 46368
Starcom Holdings, Inc. ......... Electrical Subordinated Debt....... -- 12,877
(f/k/a ConStar Holdings, Inc.) Common Stock Warrants... 17.5% 3,171
661 Pleasant Street Common Stock............ 2.8% 500
Norwood, MA 02062

<CAPTION>
VALUE OF
INVESTMENT
NAME AND ADDRESS OF AS OF
PORTFOLIO COMPANY MARCH 31, 1999(2)
- -------------------------------- -----------------
<S> <C>
AUXI Health, Inc. .............. $ 9,532
810 Crescent 2,599
Center Drive
Franklin, TN 37067
BIW Connector Systems, Inc. .... 3,404
500 Tesconi Circle 6,740
Santa Rosa, CA 95401 513
Centennial Broadcasting, LLC ... 15,495
3825 Forrestgate Drive
Winston-Salem, NC 27103
Chance Coach, Inc. ............. 1,232
2811 North Ohio Street 7,171
Wichita, KS 67219 2,214
4,839
2,269
Confluence Holdings Corp. ...... 11,475
3761 Old Glenola Road 5,226
Trinity, NC 27370 1,319
Cycle Gear, Inc. ............... 750
303 43rd Street 639
Richmond, CA 94805 374
Decorative Surfaces 5,516
International, Inc. ........... 665
1280 N. Grant Avenue 6,805
Columbus, OH 43201
Electrolux, LLC ................ 7,563
5956 Sherry Lane 642
Dallas, TX 75225
Euro-Caribe Packing ............ 7,062
Company, Inc. 8,921
PO Box 3146 1,110
Zona Industrial Sabana Abajo
Carolina (San Juan),
PR 00984
JAG Industries, Inc. ........... 1,200
2201 Aisquith Street 2,346
Baltimore, MD 21218 454
The LA Studios, Inc. ........... 2,411
3453 Cahuenga Blvd., West 839
Hollywood, CA 90068
Lion Brewery, Inc. ............. 5,958
700 N. Pennsylvania Ave. 675
Wilkes-Barre, PA 18705
Patriot Medical ................ 3,000
Technologies, Inc. 2,090
210 Twenty-Fifth Avenue 410
Nashville, TN 37203
The New Piper Aircraft, Inc. ... 17,897
2926 Piper Drive 2,528
Vero Beach, FL 32960
Specialty Transportation 7,386
Services, Inc. ................ 1,007
5979 McCasland Avenue 458
Portage, IN 46368
Starcom Holdings, Inc. ......... 12,877
(f/k/a ConStar Holdings, Inc.) 3,171
661 Pleasant Street 500
Norwood, MA 02062
</TABLE>

33
<PAGE>

<CAPTION>
VALUE OF
INVESTMENT
NAME AND ADDRESS OF AS OF
PORTFOLIO COMPANY MARCH 31, 1999(2)
- -------------------------------- -----------------
<S> <C>
Westwind Holdings, Inc. ........ 2,945
12555 High Bluff Drive 271
San Diego, CA 92130
</TABLE>

- ------------------
(1) Percentages shown for warrants and preferred stock held represent the
percentage of class of security we may own, on a fully diluted basis,
assuming we exercise our warrants or convert our preferred stock to common
stock.

(2) These valuations were determined by the Company's Board of Directors.

The following is a summary of additional information concerning certain
portfolio companies in which the Company's investment in each such company
represents more than 5% of the Company's assets. This information was provided
to the Company by its respective portfolio companies. The Company has relied
exclusively on the information provided by its portfolio companies in preparing
this summary. For additional information relating to the value of the Company's
investments in its portfolio companies, see the Company's consolidated financial
statements as of March 31, 1999 appearing elsewhere in this Prospectus.

Chance Coach, Inc. Chance Coach, Inc. ('Chance') is a leading manufacturer
of transit buses under thirty feet in length and of buses that are vintage
streetcar replicas. Its primary customer base consists of municipal transit
authorities. Many of these customers are repeat buyers who desire to maintain
continuity in their fleets once a purchase decision is made. Growth
opportunities for Chance are expected to come from municipalities re-sizing
their bus fleets by adding smaller and more cost effective buses and those
instituting a 'trunk line' system with smaller buses on feeder routes and in
downtown areas. The vintage streetcar replicas are typically used in downtown
redevelopment projects.

Chance operates in a niche market and makes the leading heavy duty transit
vehicle seating under thirty passengers, as opposed to light duty minivan-type
vehicles competing in this market. However, its niche market position is not
protected by patents or other significant barriers to entry. Chance's primary
competitors in the under thirty feet transit bus market are Gillig Corporation,
El Dorado National, a division of Thor Industries, and New Flyer Corporation of
Winnipeg, Canada. Chance makes the leading streetcar replica purchased by
municipal transit authorities, and has no significant competition in that market
segment. The federal government is a major supplier of capital to the customers
of the bus manufacturing industry in the form of subsidies for the purchase of
equipment. A cutback in federal funding for mass transit, or a change in the
funding mix, could have a material adverse effect on Chance's business.

Scott Culbertson has been the president of Chance for 10 years. John
Freal, a principal of the Company, is a member of the Board of Directors of
Chance. The Company performs financial advisory services for Chance.

The New Piper Aircraft, Inc. The New Piper Aircraft, Inc. ('Piper') is a
manufacturer of piston-powered light general aviation aircraft, offering eight
different models of aircraft. Piper sells these aircraft through a network of
over 40 domestic and international distributors. Piper's aircraft are small,
generally from four to six seats, marketed to flight schools, commercial flight
training centers and individual owner/operators. The introduction of new
aircraft and significant enhancements to existing aircraft have historically
been the most important factors in maintaining and increasing Piper's revenues.
Piper is currently developing a new turbo-prop aircraft, called the 'Malibu
Meridian,' that is scheduled to be delivered to customers during the third
quarter of 2000 and will be the next step up in its product line. As of June
1999, Piper received approximately one hundred and ten non-refundable deposits
from customers awaiting delivery of the Malibu Meridian.

Piper is one of the three principal U.S. manufacturers of piston-powered
general aviation aircraft. Piper's principal competitors are Cessna and
Raytheon/Beechcraft, both of whom make piston as well as jet powered aircraft.
Of the three, only Piper is not part of a larger conglomerate. Piper has the
largest share of the piston market revenues, although Cessna has a larger share
of the actual deliveries. Piper's lead in piston market revenue is partially
attributable to a broader product line than both of its principal competitors.
Piper must also compete for sales of new aircraft against used aircraft in the
resale market. Piper holds various FAA Type Certificates on the design and
manufacture of its aircraft.

34
<PAGE>

In the 1980's, product liability lawsuits created a crisis in the general
aviation sector and led to a sharp decline in sales across the industry. An
oversupply of high quality, used aircraft and escalating product liability
awards led to structural changes in the aircraft industry. In July 1991, Piper
Aircraft Corp. ('Old Piper') declared bankruptcy as a result of these conditions
and, in 1995 Piper was formed upon the purchase of certain assets of Old Piper.
Tort reform and the fact that the average age of used aircraft is 30 years has
led to a mild resurgence in this industry, but it is not expected that overall
deliveries for the industry will reach the historical highs of the late 1970's.
In 1994, Congress passed the General Aviation Revitalization Act that limited
general aviation aircraft manufacturers' liability. Consequently, this
legislation reduced the Piper's pool of potential liability.

Piper has an experienced management team, led by Chuck Suma, president and
chief executive officer, who has 23 years of experience in the industry. The
Company has observation rights to attend and participate in Piper's board
meetings.

Decorative Surfaces International, Inc. Decorative Surfaces International,
Inc. ('DSI') manufactures and sells coated papers and vinyls used in wall
coverings and in laminates such as Formica(Registered), Wilsonart(Registered),
and Congoleum(Registered). DSI has manufacturing plants in St. Louis, Missouri
and Columbus, Ohio. DSI manufactures products that are sold to industrial
customers for laminates in furniture, cabinetry, floor tiles and wallboards. In
addition, DSI makes vinyl wall coverings sold directly or through
representatives to decorators, contractors and hotel chains for use in offices,
hotels and restaurants.

No single customer represents more than 15% of DSI's sales of industrial
products for laminates. DSI has a variety of competitors that manufacture
industrial products, some of whom are believed to have a significantly larger
market shares. No single customer represents more than 10% of DSI's sales of
vinyl wall covering. DSI's main competitors in the wall covering market are
Gencorp and RFG. Some of DSI's designs are protected by domestic and foreign
copyrights.

Malon Wilkus, Stephen Hester and John Ireland, the Chief Executive Officer,
a Vice President, and a principal of the Company, respectively, are members of
the DSI Board of Directors and CIC performs financial advisory services for DSI.
Additionally, Stephen P. Walko, the president and chief executive officer of
DSI, is a Director of the Company.

Confluence Holdings Corp. Confluence Holdings Corp. ('Confluence') is a
paddle sports manufacturing business whose brands include Wilderness Systems
('Wilderness'), the third largest U.S. brand of kayaks, and Mad River Canoe
('Mad River'), the second largest U.S. brand of canoes. Confluence recently
acquired the Wave Sport whitewater kayak brand.

Competition in the paddle sports industry historically was highly
fragmented and the industry is currently undergoing a rapid consolidation.
Wilderness' primary competitors in the kayak market include the Perception,
Dagger, Old Town, Ocean Kayaks, Neckye and Current Designs brands. Substantially
all of our competitors are focused in the lower to middle market segments as
defined by retail price points, Wilderness has focused on the upper middle to
high end segments of its markets in the touring, recreational and sit-on-top
categories. Mad River's competitors in the canoe market include the Old Town,
Dagger, Wenonah, Coleman and Mohawk brands.
Mad River competes mainly on design, durability and quality and is generally the
highest priced brand in the market. The recently acquired Wave Sport whitewater
brand also focuses on the high end of the market. While Confluence has various
trademarks, its products and processes are generally not protected by patents.

A recessionary period could have a material adverse effect on Confluence's
business due to the possible reduction in the discretionary demand for kayaks
and canoes. In addition, there is also the potential for a decrease in demand if
consumers shift away from kayaks and canoes to other product categories for
outdoor recreation. Andrew Zimmerman, founder of Wilderness is the chief
executive officer of Confluence. John Freal, a principal of the Company, is a
member of the Board of Directors of Confluence.

Euro-Caribe Packing Company, Inc. Euro-Caribe Packing Company, Inc.
('Euro-Caribe') is the largest independent producer of processed pork products
in Puerto Rico. Euro-Caribe estimates that it has more than 60% of the local
sausage market and over 90% of the local ham market. Euro-Caribe sells its
'Congusto' brand name sausage products to all seven of Puerto Rico's major
supermarket chains, the five minor supermarket chains, and the three
associations of independently owned smaller stores that buy on a cooperative
basis, as well

35
<PAGE>

as restaurants throughout Puerto Rico. The ham products are sold under the 'El
Serranito' brand name to major retail chains and many smaller supermarkets. Five
percent of Euro-Caribe's sales consist of sales of the 'Congusto' brand name
sausage to several U.S. mainland distributors that sell in Latin American
markets in New York and Miami.

Euro-Caribe's local competition includes approximately 16 companies that
fulfill USDA requirements and currently make meat products. Two of these
companies, Piku and Aguadillana, make competing sausages but have significantly
less market share than Euro-Caribe's sausage. Sausage from foreign competitors
is generally more expensive and not tailored specifically to Puerto Rican
tastes. In the ham market, competing products are primarily from Denmark and the
United States.

Demand for pork products is relatively stable, but prices for pork vary
cyclically and seasonally. Cyclical variation is caused by the time lags
inherent in the biological production of pigs that affects supply and demand.
When prices are high, more sows are bred and more pigs are produced. But these
pigs will not reach market for about a year after they are conceived. When they
do, supplies increase and prices fall thus causing a price cycle. Seasonal price
variations are caused by the annual increase in the demand for pork during the
Christmas holiday season and differing demand levels, such as increased demand
during summer months due to more people grilling outside. The variations in the
price for pork could have a material adverse effect on Euro-Caribe's business.
Jose M. Casanova, the president and chief executive officer of Euro-Caribe,
has 24 years of experience in the pork industry. Virginia Rollins, a principal
of the Company, is a member of the Board of Directors of Euro-Caribe.

Starcom Holdings, Inc. Starcom Holdings, Inc. ('Starcom'), through its
wholly-owned subsidiaries, is a provider of design, integration and installation
services of commercial electrical, telecommunications and computer networking
systems. Starcom is one of the leading providers of customer premise electrical
systems in the eastern United States and offers services primarily on a
negotiated and 'design and build' basis whereby Starcom is responsible for the
design, engineering, project management and installation of a customized
electrical system for its customers. Starcom also provides network design,
installation and consulting services related to telecommunication, local and
wide area networks and other connectivity systems.

Competition in the markets in which Starcom competes is highly fragmented.
Starcom's design and build capability gives it a competitive advantage over many
firms in the industry. Starcom's competitors include Mass. Electric
Construction, Williams Communications Group, IPC Information Systems, Amerilink
Corporation, ICG Fiber Optic Technologies, Inc., and Henkels and McCoy, Inc.
Starcom may not be able to hire enough field services and technical personnel to
support its projected growth in tight labor markets. In addition, in a
recession, commercial building activity is expected to decline. This may have a
material adverse effect on Starcom's business.

Starcom's chief executive officer, Stephen Bisson, has over 30 years of
experience in the electrical services business. John Freal, a principal of the
Company, is a member of the Board of Directors of Starcom.

Centennial Broadcasting, LLC. Centennial Broadcasting, LLC ('Centennial')
is the owner and operator of seven radio stations, three in Las Vegas, three in
New Orleans and one in Vero Beach, Florida. New Orleans and Las Vegas are among
the 50 largest radio advertising markets in the United States. The primary
assets of Centennial are the seven broadcast licenses owned by a wholly-owned
subsidiary. Centennial's programming decisions are aimed at narrowly defined
niches of the listening audience, with a strong preference towards targeting
listeners between the ages of 25 and 54, considered to be a desirable listener
group for advertisers. In an attempt to capture a larger share of these
listeners, Centennial has instituted format modifications that include adding a
younger listening base and increasing its sales efforts with advertisers.

36
<PAGE>

The radio broadcasting industry is competitive within Centennial's markets.
Centennial competes with other national radio broadcasters including, but not
limited to, Clear Channel Communications, Infinity Broadcasting and Sinclair
Broadcasting. Centennial's stations compete with numerous other stations in each
of its markets. It is possible that external market factors and increased
competition could reduce Centennial's market share in any of their local
markets. In addition, the format modifications instituted by Centennial at any
time may not be successful. Failure to compete effectively in any of their
markets could have a material adverse effect on Centennial's results of
operations.

The president and chief executive officer of Centennial is Allen Shaw, who
has nearly 30 years of experience in the radio broadcasting industry. The
Company has the right to designate an observer on Centennial's board of
managers.

37
<PAGE>
DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Company's outstanding Common Stock is
determined quarterly, as soon as practicable after and as of the end of each
calendar quarter, by dividing the value of total assets minus liabilities
(including the liquidation preferences of the Company's preferred stock) by the
total number of shares of Common Stock outstanding at the date as of which the
determination is made.

In calculating the value of the Company's total assets, securities that are
traded in the over-the-counter market or on a stock exchange are valued at the
prevailing bid price on the valuation date, unless the investment is subject to
a restriction that requires a discount from such price, which is determined by
the Board of Directors. All other investments are valued at fair market value as
determined in good faith by the Board of Directors. In making such
determination, the Board of Directors will value loans and non- convertible debt
securities for which there exists no public trading market at cost plus
amortized original issue discount, if any, unless adverse factors lead to a
determination of a lesser value. In valuing convertible debt securities, equity
or other types of securities for which there exists no public trading market,
the Board of Directors will determine fair market value on the basis of
collateral, the issuer's ability to make payments, its earnings and other
pertinent factors.

A substantial portion of the Company's assets consist of securities carried
at fair market values determined by its Board of Directors. Determination of
fair market values involves subjective judgment not susceptible to
substantiation by auditing procedures. Accordingly, under current auditing
standards, the notes to the consolidated financial statements refer to the
uncertainty with respect to the possible effect of such valuations on the
financial statements.

38
<PAGE>
MANAGEMENT

The business and affairs of the Company are managed under the direction of
its Board of Directors. The Board of Directors has nine members, five of whom
are not 'interested persons' of the Company as defined in Section 2(a)(19) of
the 1940 Act (the 'Independent Directors'). The Board of Directors elects the
Company's officers who serve at the pleasure of the Board of Directors.

Pursuant to the terms of the Company's Second Amended and Restated
Certificate of Incorporation, the directors are divided into three classes. One
class holds office initially for a term expiring at the annual meeting of
stockholders to be held in 2000, a second class holds office initially for a
term expiring at the annual meeting of stockholders to be held in 2001 and a
third class holds office initially for a term expiring at the annual meeting of
stockholders to be held in 2002. Each director holds office for the term to
which he or she is elected and until his or her successor is duly elected and
qualified. Messrs. Wilkus, Harper and Walko have terms expiring in 2000, Messrs.
Gladstone, Allbritton and Puryear have terms expiring in 2001 and Messrs.
Blumenthal, Hahl and Lundine have terms expiring in 2002. At each annual meeting
of the stockholders of the Company, the successors to the class of directors
whose terms expire at such meeting will be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election.

EXECUTIVE OFFICERS AND DIRECTORS

The persons that are executive officers and directors of the Company and
their positions are set forth below:

<TABLE>
<CAPTION>
NAME(1) AGE POSITION
- --------------------------------------- --- ------------------------------------------------------------------
<S> <C> <C>
EXECUTIVE OFFICERS AND DIRECTORS:
Malon Wilkus (1986)............... 47 President, Chief Executive Officer and Chairman of the Board of
Directors(2)
David Gladstone (1997)............ 56 Vice Chairman of the Board of Directors(2)
Adam Blumenthal (1993)............ 37 Executive Vice President, Chief Operating Officer, Secretary and
Director(2)

EXECUTIVE OFFICERS:
John Erickson..................... 39 Vice President and Chief Financial Officer
Stephen L. Hester................. 62 Vice President
Roland Cline...................... 51 Vice President

DIRECTORS:
Robert L. Allbritton (1997)....... 30 Director
Neil M. Hahl (1997)............... 50 Director
Philip R. Harper (1997)........... 55 Director
Stan Lundine (1997)............... 60 Director
Alvin N. Puryear (1998)........... 55 Director
Stephen P. Walko (1997)........... 48 Director(1)
</TABLE>

- ------------------
(1) For directors, year first elected as director is shown.

(2) Interested Person as defined in Section 2(a)(19) of the 1940 Act. Messrs.
Blumenthal, Gladstone and Wilkus are Interested Persons because they are
employees and officers of the Company. Mr. Walko is an Interested Person
because he is an officer and employee of Decorative Surfaces International,
Inc., a company under 'control,' as defined in Section 2(a)(9) of the 1940
Act, of the Company.

Malon Wilkus. Mr. Wilkus founded the Company in 1985 and has served as the
Company's Chief Executive Officer and President since that time. Mr. Wilkus
served as Vice Chairman of the Board of Directors of the Company from 1997 to
1998 and has served as Chairman of the Board of Directors since 1998. Mr. Wilkus
is the past Chairman and a current Director of the National Center for Employee
Ownership. Mr. Wilkus is a member of the Board of Governors of the ESOP
Association. Mr. Wilkus is a Director of Decorative Surfaces International, Inc.

David Gladstone. Mr. Gladstone served as Vice Chairman of the Board of the
Company since 1998. From 1974 to February 1997, Mr. Gladstone held various
positions, including Chairman and Chief Executive officer, with Allied Capital
Corporation and all of its predecessor companies. From 1992 to 1997, Mr.
Gladstone served as a Director and President and Chief Executive Officer of
Business Mortgage Investors, a Real Estate

39
<PAGE>
Investment Trust. Mr. Gladstone served as a Director of The Riggs National
Corporation (the parent of Riggs Bank) from 1993 to May 1997 and of Riggs Bank
from 1991 to 1993. He currently serves as a Trustee of The George Washington
University. Mr. Gladstone is the managing member of Capital Investor, a private
fund backed by Information Technology professionals to make investments in
start-up companies and is chairman of Coastal Berry Company, a large farming
business. He is also an advisor to the Women's Growth Fund, a venture capital
fund which invests in women-owned businesses.

Adam Blumenthal. Mr. Blumenthal has served as the Company's Executive Vice
President since 1995, and Chief Operating Officer since 1999. From 1990 to 1995,
Mr. Blumenthal served as a Vice President of the Company. Mr. Blumenthal
currently serves as a Director of Mobile Tool International, Inc.

Robert L. Allbritton. Mr. Allbritton has served as Director since 1997, as
Executive Vice President from 1994 to 1998, and as President since 1998 of
Allbritton Communications Company, an owner of eight television stations. Mr.
Allbritton currently serves as Director of Riggs National Corporation (owner of
Riggs Bank, N.A.), Riggs Bank Europe Limited, Perpetual Corporation (owner of
Allbritton Communications Company and a cable news programming company), and
Allbritton Jacksonville, Inc. (owner of a television station). Mr. Allbritton
also serves as a trustee of The Allbritton Foundation and Allbritton Art
Institute.

Neil M. Hahl. Mr. Hahl has been President of The Weitling Group, a
business consulting firm, since 1996. From 1995 to 1996, Mr. Hahl served as
Senior Vice President of the American Financial Group. From 1982 to 1996, Mr.
Hahl served as Senior Vice President and CFO of Penn Central Corporation. Mr.
Hahl is currently a Director of Buckeye Management Company and American
Financial Enterprises.

Philip R. Harper. Mr. Harper has served as Chairman, Chief Executive
Officer, and President, of US Investigations Services, Inc. since 1996. From
1991 to 1995, Mr. Harper served a President of Wells Fargo Alarm Services. From
1988 to 1991, Mr. Harper served as President of Burns International Security
Services-- Western Business Unite. Mr. Harper served in the U.S. Army from 1961
to 1982, where he commanded airborne infantry and intelligence units.

Stan Lundine. Mr. Lundine has served as Of Counsel for the law firm of
Sotir and Goldman since 1995. From 1987 to 1994, he was the Lieutenant Governor
of the State of New York. Mr. Lundine is a Director of US Investigations
Services, Inc. and National Forge Holdings. From 1976 to 1986, Mr. Lundine
served as a member of the U.S. House of Representatives.

Alvin N. Puryear. Dr. Puryear is a Professor of Management at Baruch
College of the City University of New York and has been on the faculty there
since 1970. He is Director of the Bank of Tokyo-Mitsubishi Trust Company, the
GreenPoint Bank and GreenPoint Financial Corporation.

Stephen P. Walko. Mr. Walko has been President, Chief Executive Officer
and a Director of Decorative Surfaces International, Inc. since 1998. From 1990
to 1998, he was President and a Director of Textileather Corporation. Mr. Walko
is a Director of Bliss Salem Steel Corp and Mobile Tool International, Inc.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

John Erickson. Mr. Erickson has served as Vice President and Chief
Financial Officer of the Company since 1998. From 1990 to 1996, he served as the
Chief Financial Officer of Storage USA, Inc. From 1996 to 1998, Mr. Erickson
served as President of Storage USA Franchise Corp.

Roland H. Cline. Mr. Cline has served as Vice President of the Company
since 1988. From 1988 to 1993, he was a Director of Roland Cline & Associates, a
consulting firm that specialized in financial services. From 1983 to 1986, Mr.
Cline structured employee buyouts and performed feasibility studies at the
Industrial Cooperative Association. From 1979 to 1983, he served as Director of
Technical Assistance and Senior Business Analyst at the Institute of Public
Administration's Trade Adjustment Assistance Center.

Stephen L. Hester. Mr. Hester has served as Vice President of the Company
since 1994. From 1973 to 1994, he was a senior partner in the Washington, D.C.
law firm of Arnold & Porter.

40
<PAGE>
EMPLOYMENT AGREEMENTS

The Company has employment agreements with each of the named executive
officers. Each of the agreements provides for a five-year term. However, two
years before expiration of each agreement, its term will be automatically
renewed for an additional year, unless either party has given six months advance
written notice that the automatic extensions are to cease.

The base salary under the employment agreements of Messrs. Gladstone,
Wilkus and Hester is $150,000 per year. The base salary under the employment
agreements of Messrs. Blumenthal and Cline is $135,000 and $132,500 per year,
respectively, subject to certain geographic cost of living adjustments. Mr.
Erickson's employment agreement provides for an annual base salary of $125,000.
Mr. Hester's base salary is subject to adjustment for part-time status. The
Board of Directors has the right to increase the base salary during the term and
also, generally, to decrease it, but not below the original base salary. The
employment agreements provide that the executive officers are entitled to
participate in a performance based bonus program under which each will receive
up to 200% of his base salary depending on the Company's performance against
certain criteria to be established annually by the Compensation Committee of the
Board of Directors. Each executive officer will be entitled to receive 5% of
this bonus regardless of the Company's performance.

Under these agreements, the executive officers are contractually entitled
to participate in the Company's Employee Option Plan. If the Company should
terminate an executive officer's employment by reason of the executive officer's
disability, the executive officer would be entitled for two years to receive
from the Company the difference between his base salary plus annual bonus and
any long-term disability benefits. Additionally, such executive officer's
unvested options that would have vested within one year of the disability
termination would vest. All outstanding loans made in connection with the prior
exercise of any options would have to be repaid within 60 days of the
termination date. If the Company should terminate an executive officer's
employment for any reason other than a disability or misconduct, the executive
officer would be entitled to receive his base salary and bonus for two years,
although the executive officer could choose to forgo the payments and thus
obtain a release from non-compete provisions applicable during this period.
These payments would also be made if the executive officer resigned with good
reason, which generally includes conduct by the Company materially and adversely
changing the executive's responsibilities and duties, a material breach by the
Company of the employment agreement or a change in control of the Company. Mr.
Gladstone's contract also defines good reason as determination by him of a
material difference with the Board of Directors regarding the director of the
Company. Additionally, an executive officer's unvested stock options would
generally vest if his employment were terminated for any reason other than a
disability or misconduct or if he resigned with good reason.

If the executive officer dies, his estate will be entitled to receive the
annual bonus in the year of death. Additionally, he will be considered to have
vested on the date of death in those options that would vest within one year of
the date of death, and would forfeit any unvested options. All such vested
options would expire unless exercised within 18 months of the date of death. All
outstanding loans made in connection with the prior exercise of any options
would have to be repaid within 60 days of the termination date.

In the event that the Company should terminate an executive officer's
employment as a result of the executive officer's misconduct or in the event
that the executive officer voluntary terminates his employment for other than
good reason, all unvested stock options would be forfeited and the executive
officer would have no more than 60 days to exercise any unexercised options (and
to repay any outstanding loans resulting from the prior exercise of any
options).

The employment agreements of Messrs. Blumenthal and Cline entitle them to
change their employment status to that of a part-time assistant secretary of the
Company for nominal compensation, unless the Company has terminated the
executive officer's employment for misconduct. If the executive officer elects
to change his employment status, the executive officer would continue to receive
the same benefits and payments as the executive officer would have received if
he or the Company had terminated his employment. This employment status could
generally continue, at the executive officer's option, as long as the executive
officer had an outstanding loan for the exercise of stock options. During the
term of this employment status, at the executive officer's election, the
executive officer would be bound by a non- competition covenant similar to that
applicable to the executive officer if such executive officer's employment

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was terminated. However, if the executive officer does not so elect, he would
not be entitled to benefits under a Company sponsored variable life insurance
program described below.

Upon termination of employment other than following the employment status
as a part-time assistant secretary described in the preceding paragraph, an
executive officer would be subject to certain non-compete covenants. These
covenants would generally apply for two years or as long as the executive
officer was receiving severance payments, although should the executive officer
resign without good reason and not receive severance payments, the covenants
would apply for only one year following resignation.

The Company has entered into stock option exercise agreements with Messrs.
Blumenthal and Cline whereby they have exercised options to purchase 312,788 and
181,032 shares of Common Stock, respectively, and the Company has lent to them
the sums of $5,123,000 and $2,945,000, respectively, representing the exercise
price under such options plus $431,000 and $229,000, respectively, for the
payment of income taxes incurred by them in connection with the exercise of such
options. Such loans require the current payment of interest at the applicable
federal rate for a term of up to ten years. They are due upon termination of
employment. The Common Stock purchased with the proceeds of these loans has been
pledged as collateral for them. In addition, under these agreements, the Company
has agreed to purchase split dollar variable life insurance policies for Messrs.
Blumenthal and Cline at a cost to the Company of $419,000 and $394,000,
respectively.

The Company has also entered into an agreement with Mr. Gladstone that will
provide a similar program for him once it is known whether a similar life
insurance program will be available for him. Under the agreement, Mr. Gladstone
will exercise an option to purchase 608,782 shares of Common Stock at an
aggregate price of $9,132,000 and the Company will loan him that amount plus an
additional amount for the payment of income taxes incurred by him in connection
with the exercise of such options. The cost of his life insurance program will
be $1,825,000.

The cost to the Company of these policies will generally be amortized over
a period equal to the shorter of ten years and as long as each executive officer
continues employment. During the period the loans are outstanding, the Company
will have a collateral interest in the cash value and death benefit of these
policies as security for the loans. Additionally, as long as the policy premium
is not fully amortized, the Company will have a collateral interest in such
items generally equal to the unamortized cost of the policies. In the event of
an individual's termination of employment with the Company prior to the end of
such ten year period, or, his election not to be bound by non compete agreements
as described above, such individual must reimburse the company the unamortized
cost of his policy. In the event that such policies cannot be obtained, the
Company will make cash payments, over a ten-year period, to the individuals in
the same amount as would have been expended on the insurance policies. Such
payments will only be made in the event of continued employment. In the event
that an individual terminates employment with the Company, or elects not to be
bound by non compete agreements as described above, payments will no longer be
made.

The Company and Messrs. Wilkus, Hester and Erickson have also entered into
option exercise agreements whereby they have exercised options to purchase
117,428, 20,000, and 25,000 shares of Common Stock respectively and have
borrowed $1,869,000, $300,000 and $412,000, respectively to fund such purchases.
However, the Company has not provided a life insurance program for these
executive officers.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors holds regular quarterly meetings and meets on other
occasions when required by special circumstances. Certain directors also serve
on the Board's principal standing committees. The committees, their primary
functions, and memberships are as follows:

Executive Committee. This Committee has the authority to exercise all
powers of the Board of Directors except for actions that must be taken by the
full Board of Directors under the Delaware General Corporation Law. Members of
the Executive Committee are Messrs. Wilkus, Gladstone and Blumenthal. All three
members of the Executive Committee are 'interested persons' under the 1940 Act.

Audit Committee. This committee makes recommendations to the Board of
Directors with respect to the engagement of independent auditors, reviews with
the independent auditors the plans and results of the audit engagement, approves
professional services provided by the independent auditors, reviews the
independence of the independent auditors and reviews the adequacy of the
Company's internal accounting controls. Members of the Audit Committee are
Messrs. Allbritton, Hahl, Walko and Lundine.

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Compensation Committee. This committee has the responsibility for
reviewing and approving the salaries, bonuses, and other compensation and
benefits of executive officers, reviewing and advising management regarding
benefits and other terms and conditions of compensation of management, and
administering the Company's 1997 Stock Option Plan (the 'Employee Option Plan').
Members of the Compensation Committee are Messrs. Puryear, Hahl and Harper.

The Board of Directors does not have a standing nominating committee.
Nominations for election to the Board of Directors may be made by the Board of
Directors, a nominating committee appointed by the Board of Directors or by any
stockholder entitled to vote for the election of directors. Nominations made by
stockholders must be made by written notice (setting forth the information
required by the Company's Bylaws) received by the Secretary of the Company at
least 120 days in advance of an annual meeting or within 10 days of the date on
which notice of a special meeting for the election of directors is first given
to stockholders.

The Board of Directors held thirteen formal meetings during 1998. The
Executive Committee held no formal meetings during 1998. The Compensation
Committee held four formal meetings during fiscal 1998 and the Audit Committee
held one meeting during fiscal 1998. Each of the directors attended at least 75%
of the meetings of the Board of Directors and the committees on which he served.

LONG TERM INCENTIVE PLANS

The Company maintains three long term incentive plans in which executive
officers and directors of the Company participate: (a) the ESOP in which all
employees of the Company are eligible to participate after meeting minimum
service requirements, (b) the 1997 Stock Option Plan (the 'Employee Option
Plan') in which all employees can participate and (c) the 1997 Disinterested
Director Stock Option Plan (the 'Director Option Plan') in which only
non-employee directors can participate. The Company maintains no stock
appreciation rights plan or defined benefit or actuarial plan.

ESOP. The Company maintains the ESOP for the benefit of its employees and
enables them to share in the growth of the Company. The ESOP is a combination
money purchase and stock bonus plan, designed to be invested primarily in Common
Stock of the Company and qualified under section 401(a) of the Code. The ESOP
provides that ESOP participants will receive allocations of Company stock at
least equal to 3% of their annual compensation, up to certain statutory
maximums. The Company has the ability to make additional contributions also
subject to certain statutory maximums. Each ESOP participant vests in his or her
ESOP account over a five-year period beginning on the date of first employment.

Employee Option Plan. The Employee Option Plan was established for the
purpose of attracting and retaining executive officers and other key employees.
Non-employee Directors may not participate. As of March 31, 1999, options for a
maximum of 1,828,252 shares of Common Stock were subject to issuance under the
Employee Option Plan. Of such amount, options for 1,617,778 shares of Common
Stock were outstanding and options for 48,000 shares of Common Stock had been
exercised. The Compensation Committee administers the Employee Option Plan and
may grant options for a maximum of 608,782 shares to any single participant. The
Compensation Committee uses such criteria as it deems important to determine who
will receive awards and the number of awarded options. The Compensation
Committee has the authority to set the exercise price for options and to adjust
the exercise price following the occurrence of events such as stock splits,
dividends, distribution and recapitalizations. Options may be exercised during a
period of no more than ten years following the date of grant. The Compensation
Committee has the discretion to set the vesting period for options and to permit
the acceleration of vesting under certain circumstances. Vesting is
automatically accelerated upon the occurrence of specified change of control
transactions.

Director Option Plan. The Director Option Plan provides for the issuance
of options to purchase an aggregate of 150,000 shares of Common Stock to
participants. Of such amount, options for 15,000 shares of Common Stock have
been granted to each of the six directors who are not employees of the Company.

The Director Option Plan is currently administered by the Company's
Executive Committee (which is currently composed of directors who are not
eligible to participate in the Director Option Plan). Options may be exercised
during a period of no more than ten years following the date of grant. Vesting
of options will be automatically accelerated upon the occurrence of specified
change of control transactions and certain other events including the death or
disability of the director. Options to purchase a maximum of 25,000 shares may
be issued to any single participant under the Director Option Plan.

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DIVIDEND REINVESTMENT PLAN

Pursuant to the Company's Dividend Reinvestment Plan (the 'Reinvestment
Plan'), a stockholder whose shares are registered in his own name may have all
distributions reinvested automatically in additional shares by EquiServe, L.P.,
the Reinvestment Plan administrator (the 'Reinvestment Plan Administrator'), by
providing the required enrollment notice to the Reinvestment Plan Administrator.
Stockholders whose shares are held in the name of a broker or other nominee may
have distributions reinvested automatically only if such a service is provided
by the broker or the nominee or if the broker or the nominee permits
participation in the Reinvestment Plan. Stockholders whose shares are held in
the name of a broker or other nominee should contact the broker or nominee for
details. A stockholder may terminate participation in the Reinvestment Plan at
any time by delivering written notice to the Reinvestment Plan Administrator
before the record date of the next dividend or distribution. All distributions
to stockholders who do not participate in the Reinvestment Plan will be paid by
check mailed directly to the record holder by or under the direction of the
Reinvestment Plan Administrator when the Board of Directors declares a dividend
or distribution.

When the Company declares a dividend or distribution, stockholders who are
participants in the Reinvestment Plan receive the equivalent of the amount of
the dividend or distribution in shares of the Common Stock. The Reinvestment
Plan Administrator buys shares in the open market, on the Nasdaq National Market
or elsewhere. Alternatively, the Board of Directors may choose to contribute
newly issued shares of Common Stock to the Reinvestment Plan, in lieu of the
payment of cash dividends on shares held in the Reinvestment Plan. The
Reinvestment Plan Administrator applies all cash received on account of a
dividend or distribution as soon as practicable, but in no event later than 30
days, after the payment date of the dividend or distribution except to the
extent necessary to comply with applicable provisions of the federal securities
laws. The number of shares to be received by the Reinvestment Plan participants
on account of the dividend or distribution is calculated on the basis of the
average price of all shares purchased for that 30 day period, including
brokerage commissions, and is credited to their accounts as of the payment date
of the dividend or distribution.

The Reinvestment Plan Administrator maintains all stockholder accounts in
the Reinvestment Plan and furnishes written confirmations of all transactions in
the account, including information needed by stockholders for personal and tax
records. Common Stock in the account of each Plan participant is held by the
Reinvestment Plan Administrator in non-certificated form in the name of the
participant, and each stockholder's proxy includes shares purchased pursuant to
the Reinvestment Plan.

There is no charge to participants for reinvesting dividends and capital
gains distributions. The fees of the Reinvestment Plan Administrator for
handling the reinvestment of dividends and capital gains distributions are
included in the fee to be paid by the Company to its transfer agent. There are
no brokerage charges with respect to shares issued directly by the Company as a
result of dividends or capital gains distributions payable either in shares or
in cash. However, each participant bears a pro rata share of brokerage
commissions incurred with respect to the Reinvestment Plan Administrator's open
market purchases in connection with the reinvestment of distributions.

The automatic reinvestment of distributions does not relieve participants
of any income tax that may be payable on distributions. See 'Business--The
Company's Operations as a BDC and RIC.'

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DESCRIPTION OF THE SECURITIES

The authorized capital stock of the Company consists of 70,000,000 shares
of Common Stock, $0.01 par value per share and 5,000,000 shares of preferred
stock, par value $0.01 per share (the 'Preferred Stock,' the Preferred Stock and
the Common Stock are collectively referred to as the 'Capital Stock'). The
following summary of the Company's Capital Stock and other securities does not
purport to be complete and is subject to, and qualified in its entirety by, the
Company's Second Amended and Restated Certificate of Incorporation, as amended.
Reference is made to the Company's Second Amended and Restated Certificate of
Incorporation, as amended, for a detailed description of the provisions
summarized below.

Common Stock. All shares of Common Stock have equal rights as to earnings,
assets, dividends and voting privileges and, when issued, will be duly
authorized, validly issued, fully paid and nonassessable. Distributions may be
paid to the holders of Common Stock if and when declared by the Board of
Directors of the Company out of funds legally available therefor. The holders of
Common Stock have no preemptive, conversion or redemption rights and their
interests therein are freely transferable. In the event of liquidation,
dissolution or winding up of the Company, each share of Common Stock is entitled
to share ratably in all assets of the Company that are legally available for
distribution after payment of all debts and other liabilities and subject to any
prior rights of holders of Preferred Stock, if any, then outstanding. Each share
of Common Stock is entitled to one vote and does not have cumulative voting
rights, which means that holders of a majority of such shares, if they so
choose, could elect all of the directors, and holders of less than a majority of
such shares would, in that case, be unable to elect any director.

Preferred Stock. In addition to shares of Common Stock, the Company's
Second Amended and Restated Certificate of Incorporation, as amended, authorizes
the issuance of shares of Preferred Stock. The Board of Directors is authorized
to provide for the issuance of Preferred Stock with such preferences, powers,
rights and privileges as the Board deems appropriate; except that, such an
issuance must adhere to the requirements of the 1940 Act. The 1940 Act requires,
among other things, that (i) immediately after issuance and before any
distribution is made with respect to Common Stock, the Preferred Stock, together
with all other Senior Securities, must not exceed an amount equal to 50% of the
Company's total assets and (ii) the holders of shares of Preferred Stock, if any
are issued, must be entitled as a class to elect two directors at all times and
to elect a majority of the directors if dividends on the Preferred Stock are in
arrears by two years or more. The Company has no present plans to issue any
shares of Preferred Stock, but believes the availability of such stock will
provide the Company with increased flexibility in structuring future financings
and acquisitions. If we offer preferred stock under this Prospectus, we will
issue an appropriate Prospectus Supplement. You should read that Prospectus
Supplement for a description of the Preferred Stock, including, but not limited
to, whether there will be an arrearage in the payment of dividends or sinking
fund installments, if any, restrictions with respect to the declaration of
dividends, requirements in connection with the maintenance of any ratio or
assets, or creation or maintenance of reserves, or provisions for permitting or
restricting the issuance of additional securities.

Warrants. In connection with the IPO, the Company sold to certain
underwriters named in the underwriting agreement (the 'Underwriters') warrants
(the 'Underwriters' Warrants') to purchase up to 442,751 shares of Common Stock,
representing 4% of the shares of Common Stock outstanding after completion of
the IPO, at a purchase price equal to the initial offering price per share. The
Underwriters' Warrants were immediately exercisable and have a term of five
years from the date of the IPO (the 'Warrant Exercise Term'). The Company has
also registered the shares of Common Stock underlying the Underwriters'
Warrants. During the Warrant Exercise Term, the holders are given the
opportunity to profit from a rise in market price of the shares of Common Stock.
To the extent that the Underwriters' Warrants are exercised, dilution to the
interests of the holders of the Common Stock will occur. In addition, the terms
upon which the Company will be able to obtain additional equity capital may be
adversely affected because the holders of the Underwriters' Warrants can be
expected to exercise them at a time when the Company likely would be able to
obtain any needed capital on terms more favorable to the Company than those
provided in the Underwriters' Warrants.

Debt Securities. The Company may issue debt securities that may be senior
or subordinated in priority of payment. The Company will provide a Prospectus
Supplement that describes the ranking, whether senior or subordinated, the
specific designation, the aggregate principal amount, the purchase price, the
maturity, the redemption terms, the interest rate or manner of calculating the
interest rate, the time of payment of interest, if any, the terms for any
conversion or exchange, including the terms relating to the adjustment of any
conversion or exchange mechanism, the listing, if any, on a securities exchange,
the name and address of the trustee and any other specific terms of the debt
securities.

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CERTAIN PROVISIONS OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, AND THE SECOND AMENDED AND RESTATED BYLAWS

Limitation on Liability of Directors. The Company has adopted provisions
in its Second Amended and Restated Certificate of Incorporation, as amended,
limiting the liability of directors and officers of the Company for monetary
damages to the extent permitted under Delaware law. The effect of this provision
in the Second Amended and Restated Certificate of Incorporation, as amended, is
to eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover monetary
damages against a director or officers for breach of the fiduciary duty of care
as a director or officer except in certain limited situations. This provision
does not limit or eliminate the rights of the Company or any stockholder to seek
nonmonetary relief such as an injunction or rescission in the event of a breach
of a director's or officer's duty of care. These provisions will not alter the
liability of directors or officers under federal securities laws.

Certain Anti-takeover Provisions. The Second Amended and Restated
Certificate of Incorporation, as amended, and the Second Amended and Restated
Bylaws of the Company contain certain provisions that could make more difficult
the acquisition of the Company by means of a tender offer, a proxy contest or
otherwise. These provisions are expected to discourage certain types of coercive
takeover practices and inadequate takeover bids and to encourage persons seeking
to acquire control of the Company to negotiate first with the Board of
Directors. The Company believes that the benefits of these provisions outweigh
the potential disadvantages of discouraging such proposals because, among other
things, negotiation of such proposals might result in an improvement of their
terms. The description set forth below is intended as a summary only and is
qualified in its entirety by reference to the Second Amended and Restated
Certificate of Incorporation, as amended, and the Second Amended and Restated
Bylaws.

Classified Board of Directors. The Second Amended and Restated Certificate
of Incorporation, as amended, provides for the Board of Directors to be divided
into three classes of directors serving staggered three-year terms, with each
class to consist as nearly as possible of one-third of the directors then
elected to the Board. A classified board may render more difficult a change in
control of the Company or removal of incumbent management. The Company believes,
however, that the longer time required to elect a majority of a classified Board
of Directors will help to ensure continuity and stability of the Company's
management and policies.

Number of Directors; Removal; Filing Vacancies. The Second Amended and
Restated Certificate of Incorporation, as amended, provides that the number of
directors will be determined pursuant to the Bylaws. In addition, the Second
Amended and Restated Bylaws provide that the number of directors shall not be
increased by 50% or more in any 12-month period without the approval of at least
66 2/3% of the members of the Board of Directors then in office. The Second
Amended and Restated Certificate of Incorporation, as amended, provides that any
vacancies will be filled by the vote of a majority of the remaining directors,
even if less than a quorum, and the directors so appointed shall hold office
until the next election of the class for which such directors have been chosen
and until their successors are elected and qualified. Accordingly, the Board of
Directors could temporarily prevent any stockholder from enlarging the Board of
Directors and filling the new directorships with such stockholder's own
nominees.

The Second Amended and Restated Certificate of Incorporation, as amended,
also provides that, except as may be provided in a resolution or resolution
designating any class or series of preferred stock, the directors may only be
removed for cause by the affirmative vote of 75% of the voting power of all of
the shares of capital stock of the Company then entitled to vote generally in
the election of directors, voting together as a single class.

No Stockholder Action by Written Consent. The Second Amended and Restated
Certificate of Incorporation, as amended, and the Second Amended and Restated
Bylaws provide that stockholder action can be taken only at an annual or special
meeting of Stockholders. They also prohibit stockholder action by written
consent in lieu of a meeting. These provisions may have the effect of delaying
consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder
Proposals. The Second Amended and Restated Bylaws establish an advance notice
procedure for stockholders to make nominations of candidates for election as
directors or to bring other business before an annual meeting of stockholders of
the Company (the 'Stockholder Notice Procedure').

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The Stockholder Notice Procedure provides that (i) only persons who are
nominated by, or at the direction of, the Board of Directors, or by a
stockholder who has given timely written notice containing specified information
to the Secretary of the Company prior to the meeting at which directors are to
be elected, will be eligible for election as directors of the Company and (ii)
at an annual meeting, only such business may be conducted as has been brought
before the meeting by, or at the direction of, the Board of Directors or by a
stockholder who has given timely written notice to the Secretary of the Company
of such stockholder's intention to bring such business before the meeting.
Except for stockholder proposals submitted in accordance with the Federal proxy
rules as to which the requirements specified therein shall control, notice of
stockholder nominations or business to be conducted at a meeting must be
received by the Company not less than 60 days or more than 90 days prior to the
first anniversary of the previous year's annual meeting if the notice is to be
submitted at an annual stockholders meeting or no later than 10 days following
the day on which notice of the date of a special meeting of stockholders was
given if the notice is to be submitted at a special stockholders meeting.

Amendment of Certificate of Incorporation and Bylaws. The Company's Second
Amended and Restated Certificate of Incorporation, as amended, provides that the
provisions therein relating to the classified Board of Directors, the number of
directors, vacancies on the Board of Directors and removal of directors may be
amended, altered, changed or repealed only by the affirmative vote of the
holders of at least 75% of the voting power of all of the shares of capital
stock of the Company then entitled to vote generally in the election of
directors voting together as a single class.

The Company's Second Amended and Restated Certificate of Incorporation, as
amended, also provides that the other provisions of such Certificate may be
amended, altered, changed or repealed, subject to the resolutions providing for
any class or series of preferred stock, only by the affirmative vote of both a
majority of the members of the Board of Directors then in office and a majority
of the voting power of all of the shares of capital stock of the Company
entitled to vote generally in the election of directors, voting together as a
single class.

The Company's Second Amended and Restated Certificate of Incorporation, as
amended, also provides that the Second Amended and Restated Bylaws may be
adopted, amended, altered, changed or repealed by the affirmative vote of the
majority of the Board of Directors then in office. Any action taken by the
stockholders with respect to adopting, amending, altering, changing or repealing
the Second Amended and Restated Bylaws may be taken only by the affirmative vote
of the holders of at least 75% of the voting power of all of the shares of
capital stock of the Company then entitled to vote generally in the election of
directors, voting together as a single class.

These provisions are intended to make it more difficult for stockholders to
circumvent certain other provisions contained in the Company's Second Amended
and Restated Certificate of Incorporation and Second Amended and Restated
Bylaws, such as those that provide for the classification of the Board of
Directors. These provisions, however, also will make it more difficult for
stockholders to amend the Second Amended and Restated Certificate of
Incorporation or Second Amended and Restated Bylaws without the approval of the
Board of Directors, even if a majority of the stockholders deems such amendment
to be in the best interests of all stockholders.

REGULATION

The Company is a closed-end, non-diversified, management investment company
that has elected to be regulated as a business development company under Section
54 of the 1940 Act and, as such, is subject to regulation under that Act. The
1940 Act contains prohibitions and restrictions relating to transactions between
business development companies and their affiliates, principal underwriters and
affiliates of those affiliates or underwriters and requires that a majority of
the directors be persons other than 'interested persons,' as defined in the 1940
Act. In addition, the 1940 Act provides that the Company may not change the
nature of its business so as to cease to be, or to withdraw its election as, a
business development company unless so authorized by the vote of a majority, as
defined in the 1940 Act, of its outstanding voting securities.

The Company is permitted, under specified conditions, to issue multiple
classes of indebtedness and one class of stock senior to the shares of Common
Stock if its asset coverage, as defined in the 1940 Act, is at least

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200% immediately after each such issuance. In addition, while Senior Securities
are outstanding, provision must be made to prohibit any distribution to
stockholders or the repurchase of such securities or shares unless the Company
meets the applicable asset coverage ratios at the time of the distribution or
repurchase. The Company may also borrow amounts up to 5% of the value of its
total assets for temporary purposes.

Under the 1940 Act, a business development company may not acquire any
asset other than assets of the type listed in Section 55(a) of the 1940 Act
('Qualifying Assets') unless, at the time the acquisition is made, Qualifying
Assets represent at least 70% of the company's total assets. The principal
categories of Qualifying Assets relevant to the proposed business of the Company
are the following:

(1) Securities purchased in transactions not involving any public offering
from the issuer of such securities, which issuer is an eligible
portfolio company. An eligible portfolio company is defined in the 1940
Act as any issuer which:

(a) is organized under the laws of, and has its principal place of
business in, the United States or any state;

(b) is not an investment company other than a small business
investment company wholly-owned by the business development
company; and

(2) Securities of any eligible portfolio company which is controlled by the
business development company.

(3) Securities received in exchange for or distributed on or with respect
to securities described in (1) or (2) above, or pursuant to the
exercise of options, warrants or rights relating to such securities.

(4) Cash, cash items, government securities, or high quality debt
securities maturing in one year or less from the time of investment.

In addition, a BDC must have been organized (and have its principal place of
business) in the United States and must be operated for the purpose of making
investments in the types of securities described in (1) or (2) above. However,
in order to count portfolio securities as Qualifying Assets for the purpose of
the 70% test, the BDC must either control the issuer of the securities or must
offer to make available to the issuer of the securities significant managerial
assistance; except that, where the BDC purchases such securities in conjunction
with one or more other persons acting together, one of the other persons in the
group may make available such managerial assistance. Making available
significant managerial assistance means, among other things, any arrangement
whereby the BDC, through its directors, officers or employees, offers to
provide, and, if accepted, does so provide, significant guidance and counsel
concerning the management, operations or business objectives and policies of a
portfolio company.

48
<PAGE>
SHARE REPURCHASES

Common stock of closed-end investment companies frequently trades at
discounts from net asset value. The Company cannot predict whether its shares of
Common Stock will trade above, at or below the net asset value thereof. The
market price of our shares is determined by, among other things, the supply and
demand for our shares, our investment performance and investor perception of our
overall attractiveness as an investment as compared with alternative
investments. The Board of Directors has authorized officers of the Company in
their discretion, subject to compliance with the 1940 Act and other applicable
law, to purchase on the open market or in privately negotiated transactions,
outstanding shares of the Company in the event that the shares trade at a
discount to net asset value. There is no assurance that any such open market
purchases will be made and such authorization may be terminated at any time. In
addition, if at any time after September, 1999 the Company's shares publicly
trade for a substantial period of time at a substantial discount from the
Company's then current net asset value per share, the Company's Board of
Directors will consider authorizing periodic repurchases of the Company's shares
or other actions designed to eliminate the discount. The Board of Directors
would consider all relevant factors in determining whether to take any such
actions, including the effect of such actions on the Company's status as a RIC
under the Code and the availability of cash to finance these repurchases in view
of the restrictions on the Company's ability to borrow. No assurance can be
given that any share repurchases will be made or that if made, they will reduce
or eliminate market discount. Should any such repurchases be made in the future,
it is expected that they would be made at prices at or below the current net
asset value per share. Any such repurchase would cause the Company's total
assets to decrease, which may have the effect of increasing the Company's
expense ratio. The Company may borrow money to finance the repurchase of shares
subject to the limitations described in this Prospectus. Any interest on such
borrowing for this purpose will reduce the Company's net income. During 1998, in
accordance with the regulations governing RICs, the Company repurchased 30,000
shares of its outstanding Common Stock.

PLAN OF DISTRIBUTION

The Company may sell the Securities through underwriters or dealers,
directly to one or more purchasers, through agents or through a combination of
any such methods of sale. Any underwriter or agent involved in the offer and
sale of the Securities will be named in the applicable Prospectus Supplement.

The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at
prevailing market prices at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices, provided, however, that in
the case of Common Stock, the offering price per share less any underwriting
commissions or discounts must equal or exceed the net asset value per share of
the Company's Common Stock.

In connection with the sale of the Securities, underwriters or agents may
receive compensation from the Company or from purchasers of the Securities, for
whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell the Securities to or through dealers and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the Securities may be deemed to be underwriters under the
Securities Act, and any discounts and commissions they receive from the Company
and any profit realized by them on the resale of the Securities may be deemed to
be underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified and any such compensation received from
the Company will be described in the applicable Prospectus Supplement.

Any Common Stock sold pursuant to a Prospectus Supplement will be listed on
the Nasdaq National Market, or another exchange on which the Common Stock is
traded.

Under agreements into which the Company may enter, underwriters, dealers
and agents who participate in the distribution of the Securities may be entitled
to indemnification by the Company against certain liabilities, including
liabilities under the Securities Act. Underwriters, dealers and agents may
engage in transactions with, or perform services for, the Company in the
ordinary course of business.

49
<PAGE>
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase the Securities from the
Company pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the Securities shall not at the time of delivery be prohibited under the laws of
the jurisdiction to which such purchaser is subject. The underwriters and such
other agents will not have any responsibility in respect of the validity or
performance of such contracts. Such contracts will be subject only to those
conditions set forth in the Prospectus Supplement, and the Prospectus Supplement
will set forth the commission payable for solicitation of such contracts.

In order to comply with the securities laws of certain states, if
applicable, the Securities offered hereby will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition, in certain
states, the Securities may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

SAFEKEEPING, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR

The Company's securities are held under a custodian agreement by LaSalle
Bank, N.A. The address of the custodian is 135 South LaSalle Street, Chicago, IL
60603. The Company's assets are held under bank custodianship in compliance with
the 1940 Act. State Street Bank and Trust Company acts as the Company's transfer
and dividend paying agent and registrar. The principal business address of State
Street Bank and Trust is c/o. EquiServe, L.P., 150 Royall Street, mail stop
45-02-62, Canton, MA 02021.

LEGAL MATTERS

The legality of the Securities offered hereby will be passed upon for the
Company by Arnold & Porter, Washington, D.C. Certain legal matters will be
passed upon for the underwriters, if any, by the counsel named in the Prospectus
Supplement.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the Company's
financial statements at December 31, 1998 and 1997, and for the year ended
December 31, 1998, the three months ended December 31, 1997, the nine months
ended September 30, 1997 and the year ended December 31, 1996, and financial
highlights for the year ended December 31, 1998 and the three months ended
December 31, 1997 as set forth in their report. The Company has included its
financial statements and financial highlights in this Prospectus and elsewhere
in the Registration Statement in reliance upon Ernst & Young LLP's report given
on their authority as experts in accounting and auditing.

50
<PAGE>
TABLE OF CONTENTS OF STATEMENT OF
ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
LOCATION
PAGE IN THE OF RELATED
STATEMENT DISCLOSURE IN
OF ADDITIONAL THE
INFORMATION PROSPECTUS
------------- -------------
<S> <C> <C>
General Information and History.......................................................
Investment Objective and Policies.....................................................
Management............................................................................
Compensation of Executive Officers and Directors......................................
Compensation of Directors.............................................................
Stock Option Awards...................................................................
Committees of the Board of Directors..................................................
Control Persons and Principal Holders of Securities...................................
Investment Advisory Services..........................................................
Safekeeping, Transfer and Dividend Paying Agent and Registrar.........................
Accounting Services...................................................................
Brokerage Allocation and Other Practices..............................................
Tax Status............................................................................
</TABLE>

51
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
AUDITED FINANCIAL STATEMENTS
Report of Independent Auditors........................................................................... F-2
Balance Sheets as of December 31, 1998 and 1997.......................................................... F-3
Schedules of Investments as of December 31, 1998 and 1997................................................ F-4
Statements of Operations for the year ended December 31, 1998, the three months ended December 31, 1997,
the nine months ended September 30, 1997 and the year end December 31, 1996........................... F-7
Statements of Shareholders' Equity for the year ended December 31, 1998, the three months ended December
31, 1997, the nine months ended September 30, 1997 and the year ended December 31, 1996............... F-8
Statements of Cash Flows for the year ended December 31, 1998, the three months ended December 31, 1997,
the nine months ended September 30, 1997 and the year ended December 31, 1996......................... F-9
Financial Highlights for the year ended December 31, 1998 and the three months ended December 31, 1997... F-10
Notes to Financial Statements............................................................................ F-11

UNAUDITED FINANCIAL STATEMENTS
Balance Sheets as of March 31, 1999 and December 31, 1998................................................ F-21
Schedule of Investments as of March 31, 1999............................................................. F-22
Statements of Operations for the three months ended March 31, 1999 and 1998.............................. F-24
Statements of Shareholders' Equity for the three months ended March 31, 1999 and 1998.................... F-25
Statements of Cash Flows for the three months ended March 31, 1999 and 1998.............................. F-26
Financial Highlights for the three months ended March 31, 1999 and 1998.................................. F-27
Notes to Financial Statements............................................................................ F-28
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
American Capital Strategies, Ltd.

We have audited the accompanying balance sheets of American Capital
Strategies, Ltd., including the schedules of investments, as of December 31,
1998 and 1997, the related statements of operations, shareholders' equity and
cash flows for the year ended December 31, 1998, the three months ended December
31, 1997, the nine months ended September 30, 1997, and the year ended December
31, 1996, and the financial highlights for the year ended December 31, 1998 and
the three months ended December 31, 1997. These financial statements and the
financial highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.

We believe that our audits provide a reasonable basis for our opinion. In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of American Capital Strategies, Ltd.
at December 31, 1998 and 1997, and the results of its operations and its cash
flows for the year ended December 31, 1998, the three months ended December 31,
1997, the nine months ended September 30, 1997, and the year ended December 31,
1996, and the financial highlights for the year ended December 31, 1998 and the
three months ended December 31, 1997 in conformity with generally accepted
accounting principles.

/S/ ERNST & YOUNG LLP

Washington, D.C.
February 2, 1999

F-2
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1998 1997
------------ ------------
<S> <C> <C>
ASSETS

Investments at fair value (cost of $252,718 and $133,274, respectively)........... $254,983 $133,415
Cash and cash equivalents......................................................... 6,149 8,862
Investment in unconsolidated operating subsidiary................................. 6,386 6,869
Due from unconsolidated operating subsidiary...................................... 778 861
Interest receivable............................................................... 1,561 644
Other............................................................................. 162 54
------------ ------------
Total assets............................................................ $270,019 $150,705
------------ ------------
------------ ------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued liabilities.......................................... $ 126 $ 53
Accrued dividends payable......................................................... 1,222 --
Notes payable..................................................................... 85,948 --
Revolving credit facility......................................................... 30,000 --
------------ ------------
Total liabilities....................................................... 117,296 53

Shareholders' equity:
Undesignated preferred stock, $0.01 par value, 5,000 shares authorized, 0 issued
and outstanding.............................................................. -- --
Common stock, $.01 par value, 20,000 shares authorized, and 11,081 and 11,069
issued and outstanding, respectively......................................... 111 111
Capital in excess of par value.................................................. 145,245 144,940
Note receivable from sale of common stock....................................... (300) --
Distributions in excess of net realized earnings................................ (116) (55)
Unrealized appreciation of investments.......................................... 7,783 5,656
------------ ------------
Total shareholders' equity.............................................. 152,723 150,652
------------ ------------
Total liabilities and shareholders' equity.............................. $270,019 $150,705
------------ ------------
------------ ------------
</TABLE>

See accompanying notes.

F-3
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
INDUSTRY COST FAIR VALUE
-------------------------------------- -------- ----------
<S> <C> <C> <C>
SENIOR DEBT--9.47%
Four S Baking Company............................ Baking................................ $ 1,266 $ 1,266
BIW Connector Systems, LLC....................... Manufacturing......................... 3,404 3,404
Chance Coach, Inc................................ Bus Manufacturer...................... 1,286 1,286
JAG Industries, Inc.............................. Manufacturing......................... 1,200 1,200
Confluence Holdings Corp......................... Canoes & Kayaks....................... 9,675 9,675
Cycle Gear, Inc.................................. Motor Cycle Accessories............... 750 750
Eurocaribe, Inc.................................. Meat Processing....................... 7,181 7,181
-------- ----------
Subtotal............................................................................ 24,762 24,762
<CAPTION>

SUBORDINATED DEBT--41.37%
<S> <C> <C> <C>
Four S Baking Company............................ Baking................................ 1,588 1,588
BIW Connector Systems, LLC....................... Manufacturing......................... 6,710 6,710
Westwinds Holdings, Inc.......................... Restaurant............................ 2,932 2,932
JAG Industries, Inc.............................. Manufacturing......................... 2,335 2,335
Specialty Transportation Services, Inc........... Waste Hauler.......................... 7,368 7,368
Chance Coach, Inc................................ Bus Manufacturer...................... 7,060 7,060
The L.A. Studios, Inc............................ Audio Production...................... 2,393 2,393
Decorative Surfaces International, Inc........... Decorative Paper & Vinyl Mfg.......... 10,490 10,490
New Piper Aircraft, Inc.......................... Aircraft Manufacturing................ 17,858 17,858
Electrolux, LLC.................................. Vacuum Cleaner........................ 7,264 7,264
Cycle Gear, Inc.................................. Motor Cycle Accessories............... 633 633
Confluence Holdings Corp......................... Canoes & Kayaks....................... 4,701 4,701
Eurocaribe, Inc.................................. Meat Processing....................... 8,905 8,905
ConStar International, Inc....................... Electrical............................ 12,839 12,839
Centennial Broadcasting, Inc..................... Radio Stations........................ 15,040 15,040
-------- ----------
Subtotal............................................................................ 108,116 108,116
<CAPTION>

CONVERTIBLE PREFERRED STOCK(2)--2.10%
<S> <C> <C> <C>
Four S Baking Company 15% dividend convertible
into 51,390 shares of common stock or 10.89% of
Co............................................. Baking................................ 2,756 2,756
Chance Coach, Inc. 12% dividend convertible into
20% of Co...................................... Bus Manufacturer...................... 2,000 2,079
Decorative Surfaces International, Inc. prime
rate plus 4% dividend convertible into 2.9% of
Co............................................. Decorative Paper & Vinyl Mfg.......... 646 646
-------- ----------
Subtotal............................................................................ 5,402 5,481
<CAPTION>

COMMON STOCK WARRANTS(1)--8.52%
<S> <C> <C> <C>
Four S Baking Company(2) 15,390 shares 3.26% of
Co............................................. Baking................................ 462 600
BIW Connector Systems, LLC 8% of LLC............. Manufacturing......................... 652 540
Westwinds Holdings, Inc. 5% of Co................ Restaurant............................ 350 421
JAG Industries, Inc.(2) 75% of Co................ Manufacturing......................... 505 465
Specialty Transportation Services, Inc. 9.1% of
Co............................................. Waste Hauler.......................... 694 784
Chance Coach, Inc.(2) 43.7% of Co................ Bus Manufacturer...................... 4,041 4,543
</TABLE>

F-4
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
SCHEDULE OF INVESTMENTS--(CONTINUED)

DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
INDUSTRY COST FAIR VALUE
-------------------------------------- -------- ----------
COMMON STOCK WARRANTS(1)--8.52%--(CONTINUED)
<S> <C> <C> <C>
The L.A. Studios, Inc. 17% of Co................. Audio Production...................... 902 857
Decorative Surfaces International, Inc.(2) 42.3%
of Co.......................................... Decorative Paper & Vinyl Mfg.......... 4,571 5,596
New Piper Aircraft, Inc. 4% of Co................ Aircraft Manufacturing................ 2,231 2,231
Electrolux, LLC 2.5% of Co....................... Vacuum Cleaner........................ 246 246
Cycle Gear, Inc. 16.5% of Co..................... Motor Cycle Accessories............... 374 374
Confluence Holdings Corp. 18% of Co.............. Canoes & Kayaks....................... 1,319 1,319
Eurocaribe, Inc. 37% of Co....................... Meat Processing....................... 1,110 1,110
ConStar International, Inc. 17.5% of Co.......... Electrical............................ 3,171 3,171
-------- ----------
Subtotal............................................................................ 20,628 22,257
<CAPTION>

COMMON STOCK(1)--1.69%
<S> <C> <C> <C>

Four-S Baking Company(2) 5.5% of Co.............. Baking................................ 966 1,004
Specialty Transportation Services, Inc. 9.1% of
Co............................................. Waste Hauler.......................... 500 784
Chance Coach, Inc.(2) 18.3% of Co................ Bus Manufacturer...................... 1,896 2,131
ConStar International, Inc. 2.8%................. Electrical............................ 500 500
-------- ----------
Subtotal............................................................................ 3,862 4,419
-------- ----------
Subtotal--non-publicly traded securities--63.15%.................................... 162,770 165,035
<CAPTION>

GOVERNMENT SECURITIES--34.41%
<S> <C> <C> <C>

FHLB Discount Note due 1/4/98............................................................ 89,948 89,948
-------- ----------
Total Investments................................................................... 252,718 254,983
<CAPTION>

INVESTMENT IN UNCONSOLIDATED OPERATING SUBSIDIARY--2.44%
<S> <C> <C> <C>

ACS Capital Investments Corporation(1)(2)-- 100%
of Co.......................................... Investment Banking.................... 403 6,386
-------- ----------
Totals.............................................................................. $253,121 $ 261,369
-------- ----------
-------- ----------
</TABLE>

- ------------------

(1) Non-income producing

(2) Affiliate

See accompanying notes.

F-5
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
INDUSTRY COST FAIR VALUE
-------------------------- -------- ----------
<S> <C> <C> <C>
SENIOR DEBT--4.07%
Four S Baking Company........................................ Baking.................... $ 1,825 $ 1,825
BIW Connector Systems, LLC................................... Manufacturing............. 3,890 3,890
-------- ----------
Subtotal............................................................................ 5,715 5,715

SUBORDINATED DEBT--7.88%
<S> <C> <C> <C>
Four S Baking Company........................................ Baking.................... 1,492 1,492
BIW Connector Systems, LLC................................... Manufacturing............. 6,350 6,350
Westwinds Holdings, Inc...................................... Restaurant................ 3,206 3,206
-------- ----------
Subtotal............................................................................ 11,048 11,048
<CAPTION>

CONVERTIBLE PREFERRED STOCK(2)--1.64%
<S> <C> <C> <C>
Four S Baking Company 15% dividend convertible into 4%
dividend common stock or 10.89% of Co...................... Baking.................... 2,303 2,303
<CAPTION>

COMMON STOCK WARRANTS(1)(2)--1.13%
<S> <C> <C> <C>
Four S Baking Company 15,390 shares 3.26% of Co.............. Baking.................... 461 577
BIW Connector Systems, LLC 8% of LLC......................... Manufacturing............. 652 652
Westwinds Holdings, Inc. 5% of Co............................ Restaurant................ 350 350
-------- ----------
Subtotal............................................................................ 1,463 1,579
-------- ----------
Subtotal--non-publicly traded securities--14.72%.................................... 20,529 20,645
<CAPTION>

GOVERNMENT SECURITIES--80.38%
<S> <C> <C> <C>
FHLB Discount Note due 2/4/98............................................................ 20,969 20,981
FHLB Discount Note due 3/6/98............................................................ 10,893 10,898
FHLB Discount Note due 4/1/98............................................................ 9,865 9,868
FNMA Discount Note due 4/24/98........................................................... 6,877 6,883
FFCB 5.90% due 6/2/98.................................................................... 20,017 20,016
FHLB Discount Note due 6/8/98............................................................ 14,646 14,644
FHLB Discount Note due 8/20/98........................................................... 14,483 14,480
FNMA 5.71% due 9/9/98.................................................................... 14,995 15,000
-------- ----------
Subtotal............................................................................ 112,745 112,770
-------- ----------
Total Investments................................................................... 133,274 133,415
<CAPTION>

INVESTMENT IN UNCONSOLIDATED OPERATING SUBSIDIARY--4.90%
<S> <C> <C> <C>
ACS Capital Investments Corporation(1)(2)--100% of Co........ Investment Banking........ 403 6,869
-------- ----------
Totals.............................................................................. $133,677 $ 140,284
-------- ----------
-------- ----------
</TABLE>

- ------------------
(1) Non-income producing
(2) Affiliate

See accompanying notes.

F-6
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THREE MONTHS NINE MONTHS ENDED
YEAR ENDED ENDED SEPTEMBER 30, YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997 1997 DECEMBER 31, 1996
----------------- ----------------- ----------------- -----------------
Operating income:
Financial advisory fees..................... $ -- $ -- $ 1,122 $ 1,738
Financial performance fees.................. -- -- 798 649
Interest and dividend income................ 14,430 2,123 553 --
Loan processing fees........................ 2,549 654 -- --
Other....................................... -- 20 428 359
-------- -------- ------- -------
Total operating income.................. 16,979 2,797 2,901 2,746
Operating expenses:
Salaries and benefits....................... 843 243 1,221 1,283
General, administrative and other........... 809 308 1,514 1,282
Provision for (reversal of) doubtful
accounts.................................. -- -- (177) 224
Interest.................................... 57 -- 60 33
Depreciation and amortization............... -- -- 33 39
-------- -------- ------- -------
Total operating expenses................ 1,709 551 2,651 2,861
Operating income (loss) before equity in
earnings of unconsolidated operating
subsidiary.................................. 15,270 2,246 250 (115)
Equity in (loss) earnings of unconsolidated
operating subsidiary........................ (482) 24 -- --
-------- -------- ------- -------
Net operating income (loss)................... 14,788 2,270 250 (115)
Increase in unrealized appreciation of
investments................................. 2,127 167 5,321 483
-------- -------- ------- -------
Income before income taxes.................... 16,915 2,437 5,571 368
Provision for income taxes.................... -- -- 2,128 159
-------- -------- ------- -------
Net increase in shareholders' equity resulting
from operations............................. $16,915 $ 2,437 $ 3,443 $ 209
-------- -------- ------- -------
-------- -------- ------- -------
Net operating income per share
Basic....................................... $ 1.34 $ 0.21
Diluted..................................... $ 1.29 $ 0.20

Net increase in shareholders' equity resulting
from operations per share
Basic....................................... $ 1.53 $ 0.22
Diluted..................................... $ 1.48 $ 0.21
Weighted average shares of common stock
outstanding
Basic....................................... 11,068 11,069
Diluted..................................... 11,424 11,405
</TABLE>

See accompanying notes.

F-7
<PAGE>
AMERICAN CAPITAL STRATEGIES, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NOTE
UNEARNED COMMON STOCK CAPITAL IN RECEIVABLE UNDISTRIBUTED
PREFERRED ESOP ---------------- EXCESS OF RETAINED FROM SALE OF NET REALIZED
STOCK SHARES SHARES AMOUNT PAR VALUE EARNINGS COMMON STOCK EARNINGS
--------- -------- ------- ------ ---------- -------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1995................... $ 1,419 $ (333) 480 $ 5 $ 10 $1,845 -- --
Net increase in
shareholders' equity
resulting from
operations........... -- -- -- -- -- 209 -- --
Options exercised...... -- -- 1 -- 1 -- -- --
ESOP shares earned..... -- 216 -- -- -- -- -- --
--------- -------- ------- ------ ---------- -------- ----- -------------
Balance at December 31,
1996................... $ 1,419 $ (117) 481 $ 5 $ 11 $2,054 -- --
--------- -------- ------- ------ ---------- -------- ----- -------------
Net increase in
shareholders' equity
resulting from
operations........... -- -- -- -- -- 3,443 -- --
Contribution of common
stock to ESOP........ -- -- 1 -- 8 (8) -- --
Conversion of preferred
stock to common
stock................ (1,419) -- 205 2 1,417 -- -- --
Issuance of common
stock................ -- -- 10,382 104 143,504 -- -- --
ESOP shares earned..... -- 117 -- -- -- -- --
--------- -------- ------- ------ ---------- -------- ----- -------------
Balance at September 30,
1997................... $ -- $ -- $11,069 $111 $ 144,940 $5,489 $ -- $ --
--------- -------- ------- ------ ---------- -------- ----- -------------
--------- -------- ------- ------ ---------- -------- ----- -------------
Effect of
reorganization as a
RIC.................. -- -- -- -- -- (5,489) -- --
Net increase in
shareholders' equity
resulting from
operations........... -- -- -- -- -- -- -- 2,269
Distributions.......... -- -- -- -- -- -- -- (2,324)
--------- -------- ------- ------ ---------- -------- ----- -------------
Balance at December 31,
1997................... $ -- $ -- 11,069 $111 $ 144,940 $ -- $ -- $ (55)
--------- -------- ------- ------ ---------- -------- ----- -------------
--------- -------- ------- ------ ---------- -------- ----- -------------
Issuance of common
stock under the 1997
Stock Option Plan.... -- -- 28 -- 396 -- -- --
Issue of common stock
under the Dividend
Reinvestment Plan.... -- -- 7 -- 128 -- -- --
Repurchase of
outstanding shares... -- -- (23) -- (219) -- -- --
Issuance of note
receivable from sale
of common stock...... -- -- -- -- -- -- (300) --
Net increase in
shareholders' equity
resulting from
operations........... -- -- -- -- -- -- -- 14,788
Distributions.......... -- -- -- -- -- -- -- (14,849)
--------- -------- ------- ------ ---------- -------- ----- -------------
Balance at December 31,
1998................... $ -- $ -- 11,081 $111 $ 145,245 $ -- $ (300) $ (116)
--------- -------- ------- ------ ---------- -------- ----- -------------
--------- -------- ------- ------ ---------- -------- ----- -------------

UNREALIZED TOTAL
APPRECIATION SHAREHOLDERS
OF INVESTMENTS EQUITY
-------------- ------------
<S> <C> <C>
Balance at December 31,
1995................... -- $ 2,946
Net increase in
shareholders' equity
resulting from
operations........... -- 209
Options exercised...... -- 1
ESOP shares earned..... -- 216
------ ------------
Balance at December 31,
1996................... -- $ 3,372
------ ------------
Net increase in
shareholders' equity
resulting from
operations........... -- 3,443
Contribution of common
stock to ESOP........ -- --
Conversion of preferred
stock to common
stock................ -- --
Issuance of common
stock................ -- 143,608
ESOP shares earned..... -- 117
------ ------------
Balance at September 30,
1997................... $ -- $150,540
------ ------------
------ ------------
Effect of
reorganization as a
RIC.................. 5,489 --
Net increase in
shareholders' equity
resulting from
operations........... 167 2,436
Distributions.......... -- (2,324)
------ ------------
Balance at December 31,
1997................... $5,656 $150,652
------ ------------
------ ------------
Issuance of common
stock under the 1997
Stock Option Plan.... -- 396
Issue of common stock
under the Dividend
Reinvestment Plan.... -- 128
Repurchase of
outstanding shares... -- (219)
Issuance of note
receivable from sale
of common stock...... -- (300)
Net increase in
shareholders' equity
resulting from
operations........... 2,127 16,915
Distributions.......... -- (14,849)
------ ------------
Balance at December 31,
1998................... $7,783 $152,723
------ ------------
------ ------------
</TABLE>

See accompanying notes.

F-8
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THREE MONTHS NINE MONTHS ENDED
YEAR ENDED ENDED SEPTEMBER 30, YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997 1997 DECEMBER 31, 1996
----------------- ----------------- ----------------- -----------------
Operating activities
Net increase in shareholders' equity resulting
from operations............................. $ 16,915 $ 2,437 $ 3,443 $ 209
Adjustments to reconcile net increase in
shareholders' equity resulting from
operations to net cash provided by (used in)
operating activities:
Depreciation and amortization............... -- -- 33 38
Unrealized appreciation of investments...... (2,127) (167) (5,321) (483)
Net amortization of securities.............. (1,336) (1,234) (337) --
Amortization of loan discounts.............. (913) -- -- --
Amortization of deferred finance costs...... -- -- 3 11
Provision for deferred income taxes......... -- -- 2,102 121
Contribution of stock to ESOP............... -- -- 117 216
Increase in interest receivable............. (917) (207) (122) --
Provision for doubtful accounts............. -- -- (177) 224
Increase in accrued payment-in-kind dividend
and interest.............................. (478) -- -- --
Decrease (increase) in due from
unconsolidated subsidiary................. 83 (526) -- --
Decrease (increase) in accounts
receivable................................ -- -- 486 (865)
Decrease in income taxes receivable......... -- -- 24 101
(Increase) decrease in other assets......... (71) 62 (113) 6
Increase (decrease) in accounts payable and
accrued liabilities....................... 73 (328) 128 228
Loss (earnings) of unconsolidated operating
subsidiary.................................. 482 (24) -- --
----------------- ----------------- ----------------- ------
Net cash provided by (used in) operating
activities.................................. 11,711 13 266 (194)
Investing activities
Proceeds from sale or maturity of
investments............................... 231,580 35,000 60 --
Principal repayments........................ 1,719 93 -- --
Purchase of investments..................... (142,865) (20,622) (483) (75)
Purchase of securities...................... (207,146) (16,593) (129,896) --
Purchases of property and equipment, net of
disposals................................. -- -- (29) (39)
----------------- ----------------- ----------------- ------
Net cash used in investing activities......... (116,712) (2,122) (130,348) (114)
Financing activities
Proceeds from short term notes payable,
net....................................... 85,948 -- (430) 269
Drawings on revolving credit facilities,
net....................................... 30,000 -- -- --
Increase in deferred financing costs........ (37) -- -- (4)
(Decrease) increase in due to related
parties, net.............................. -- -- (78) 6
Repurchase of common stock.................. (219) -- -- --
Issuance of common stock.................... 224 -- 143,608 --
Options exercised........................... -- -- -- 1
Distributions paid.......................... (13,628) (2,325) -- --
----------------- ----------------- ----------------- ------
Net cash provided by (used in) financing
activities.................................. 102,288 (2,325) 143,100 272
----------------- ----------------- ----------------- ------
Net (decrease) increase in cash and cash
equivalents................................. (2,713) (4,434) 13,018 (36)
Cash and cash equivalents at beginning of
period...................................... 8,862 13,296 323 359
----------------- ----------------- ----------------- ------
Cash and cash equivalents at end of period.... $ 6,149 $ 8,862 $ 13,341 $ 323
----------------- ----------------- ----------------- ------
----------------- ----------------- ----------------- ------
Non-cash financing activities:
Note receivable issued in sale of common
stock....................................... $ 300 $ -- $ -- $ --
</TABLE>

See accompanying notes.

F-9
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- ------------------
<S> <C> <C>
Per Share Data(1)
Net asset value at beginning of the period............................. $ 13.61 $ 13.60
Net operating income................................................... 1.34 0.21
Increase in unrealized appreciation on investments..................... 0.19 0.01
----------------- ------------------
Net increase in shareholders' equity from operations................... $ 1.53 $ 0.22
Distribution of net investment income.................................. 1.34 0.21
----------------- ------------------
Net asset value at end of period....................................... $ 13.80 $ 13.61
Per share market value at end of period................................ $ 17.25 $ 18.125
Total return(2).......................................................... 2.57% 22.23%
Common Stock outstanding at end of period................................ 11,081 11,069

Ratio/Supplemental Data
Net assets at end of period............................................ $ 152,723 $150,652
Ratio of operating expenses to average net assets(3)................... 1.13% 1.46%
Ratio of net operating income to average net assets(3)................. 9.75% 6.03%
</TABLE>

- ------------------

(1) Basic per share data.

(2) Amounts were not annualized for the results of the three month period ended
December 31, 1998.

(3) Amounts were annualized for the results of the three month period ended
December 31, 1997.

See accompanying notes.

F-10
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

1. ORGANIZATION

American Capital Strategies, Ltd., a Delaware corporation (the 'Company'),
was incorporated in 1986 to provide financial advisory services to and invest in
middle market companies. On August 29, 1997, the Company completed an initial
public offering ('IPO') of 10,382 shares of common stock ('Common Stock'), and
became a non-diversified close end investment company that has elected to be
treated as a business development company ('BDC') under the Investment Company
Act of 1940, as amended ('1940 Act'). On October 1, 1997, the Company began
operations so as to qualify to be taxed as a regulated investment company
('RIC') as defined in Subtitle A, Chapter 1, under Subchapter M of the Internal
Revenue Code of 1986 as amended (the 'Code'). As contemplated by these
transactions, the Company materially changed its business plan and format from
structuring and arranging financing for buyout transactions on a fee for
services basis to primarily being a lender to and investor in middle market
companies. As a result of the changes, the Company is operating as a holding
company whose predominant source of operating income has changed from financial
performance and advisory fees to interest and dividends earned from investing
the Company's assets in debt and equity of businesses. The Company's investment
objectives are to achieve current income from the collection of interest and
dividends, as well as long-term growth in its shareholders' equity through
appreciation in value of the Company's equity interests. The Company continues
to provide financial advisory services to businesses through ACS Capital
Investments Corporation ('CIC'), a wholly-owned subsidiary. The Company is
headquartered in Bethesda, Maryland, and has offices in New York, Boston,
Pittsburgh, San Francisco, Chicago, and Dallas.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles and for periods commencing with the
Company's election to be treated as a RIC, in accordance with Article 6 of
Regulation S-X of the Code of Federal Regulations. For the nine months ended
September 30, 1997 and the year ended December 31, 1996 the financial statements
are prepared on a consolidated basis with the accounts of CIC, the Company's
wholly owned subsidiary. All intercompany transactions and balances were
eliminated. Effective October 1, 1997, pursuant to RIC accounting requirements,
CIC was deconsolidated, and, as a result, for the year ended December 31, 1998
and the three months ended December 31, 1997 the Company accounted for its
investment in CIC under the equity method. In connection with this change, the
Company contributed the following assets and liabilities to CIC:

<TABLE>
<S> <C>
Investments in Erie Forge and Steel........................................ $2,736
Other assets............................................................... 791
Other liabilities.......................................................... 69
Deferred tax liability..................................................... 3,333
</TABLE>

As a result of these changes, the Company's financial statements for
periods through September 30, 1997 ('pre-RIC') are not comparable with the
financial statements for periods commencing after October 1, 1997 ('post-RIC').

VALUATION OF INVESTMENTS

Investments are carried at fair value, as determined by the Board of
Directors.

Securities which are publicly traded are valued at the closing bid price on
the valuation date.

Debt and equity securities which are not publicly traded are valued at fair
value as determined in good faith by the Board of Directors. In making such
determination, the Board of Directors will value non-convertible debt securities
at cost plus amortized original issue discount, if any, unless adverse factors
lead to a determination of a

F-11
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

lesser valuation. In valuing convertible debt, equity or other securities, the
Board of Directors determines the fair value based on the collateral, the
issuer's ability to make payments, the earnings of the issuer, sales to third
parties of similar securities, the comparison to publicly traded securities and
other pertinent factors. Due to the uncertainty inherent in the valuation
process, such estimates of fair value may differ significantly from the values
that would have been used had a ready market for the securities existed, and the
differences could be material.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of demand, deposits and highly liquid
investments with original maturities of three months or less. Cash and cash
equivalents are carried at cost which approximates fair value.

INTEREST AND DIVIDEND INCOME RECOGNITION

Interest income is recorded on the accrual basis to the extent that such
amounts are expected to be collected. Original issue discount is amortized into
interest income using the effective interest method. Dividend income is
recognized on the ex-dividend date.

FINANCIAL ADVISORY AND PERFORMANCE FEE RECOGNITION

Financial advisory fees represent amounts received for providing advice and
analysis to middle market companies and are recognized as earned based on hours
incurred. Financial performance fees represent amounts received for structuring,
financing, and executing transactions and are generally payable only if the
transaction closes and are recognized as earned when the transaction is
completed. Financial advisory and performance fees are for services provided by
CIC.

LOAN FEE AND LOAN PROCESSING FEE RECOGNITION

The Company records loan fees as income on the closing date of the related
loan. Loan processing fees are recorded by the Company's wholly owned
subsidiary, CIC, as income on the closing date of the related loan.

REALIZED GAIN OR LOSS AND UNREALIZED APPRECIATION OR DEPRECIATION ON INVESTMENTS

Realized gain or loss is recorded at the disposition of an investment and
is the difference between the net proceeds from the sale and the cost basis of
the investment using the specific identification method. Unrealized appreciation
or depreciation reflects the difference between the Board of Directors'
valuation of the investments and the cost basis of the investments.

DISTRIBUTIONS TO SHAREHOLDERS

Distributions to stockholders are recorded on the ex-dividend date.

FEDERAL INCOME TAXES

The Company operates so as to qualify to be taxed as a RIC under the
Internal Revenue Code. Generally, a RIC is entitled to deduct dividends it pays
to its stockholders from its income to determine 'taxable income.' The Company
has distributed and currently intends to distribute sufficient dividends to
eliminate taxable income. Therefore, the statement of operations contains no
provision for income taxes for the year ended December 31, 1998 and the three
months ended December 31, 1997.

F-12
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

During the pre-RIC periods, the Company operated under Subchapter C of the
Internal Revenue Code and calculated its tax provision pursuant to Statement of
Financial Accounting Standards No. 109. Deferred income taxes were determined
based on the differences between financial reporting and tax basis of assets and
liabilities.

USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses and disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost and are depreciated using the
straight-line method over the estimated useful lives of the related assets
ranging from five to seven years.

MANAGEMENT FEES

The Company is self-managed and therefore does not incur management fees
payable to third parties.

RECLASSIFICATIONS

Certain previously reported amounts have been reclassified to conform with
the current financial statement presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ('SFAS') No. 130, 'Reporting Comprehensive Income' ('SFAS
130'). SFAS 130 established new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this statement
had no impact on the Company's net increase in shareholders' equity resulting
from operations or shareholders' equity.

As of January 1, 1998, the Company adopted SFAS No. 131, 'Disclosures about
Segments of an Enterprise and Related Information' ('SFAS 131'). SFAS 131
established standards for determining an entity's operating segments and the
type and level of financial information to be disclosed in both annual and
interim financial statements. It also established standards for related
disclosures about products and services, geographic areas and major customers.
Accordingly, the Company's reportable segments are its investing operations as a
business development company and the financial advisory operations of its
wholly-owned subsidiary, CIC (see Note 4).

As of January 1, 1998, the Company adopted SFAS No. 132, 'Employers'
Disclosures about Pensions and Other Postretirement Benefits--an amendment of
FASB Statements No. 87, 88, and 106' ('SFAS 132'). SFAS 132 revises employers'
disclosures about pension and other postretirement benefit plans. Adoption of
SFAS 132 does not have a material impact on the financial statements of the
Company.

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, 'Accounting for Derivative Instruments and Hedging Activities' ('SFAS
133'). SFAS 133 establishes accounting and reporting standards for derivative
instruments. The statement requires an entity to recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. This statement is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. Adoption of SFAS 133 is
not expected to have a material impact on the Company's financial statements or
disclosures.

F-13
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

3. INVESTMENTS

Investments consists of securities issued by various agencies of the
Federal government valued at $89,948 with maturities of less than one year from
the date of purchase and securities issued by privately-held companies valued at
$165,035. The securities issued by privately-held companies consist of senior
debt, subordinated debt with equity warrants, convertible preferred stock and
common stock. The debt securities have effective interest rates ranging from
8.8% to 22.4% and are payable in installments with final maturities from 5 to 10
years and are generally collateralized by assets of the borrower. The Company's
investments in equity warrants and common stock are non-income producing. The
net unrealized appreciation in investments for Federal income tax purposes is
the same as for book purposes and none of the Company's investments are on
non-accrual status.

4. INVESTMENT IN UNCONSOLIDATED OPERATING SUBSIDIARY

As discussed in Note 2, CIC is an operating subsidiary of the Company and
is accounted for under the equity method effective October 1, 1997. The
investment in CIC is carried at fair value as determined by the Board of
Directors.

Condensed financial information for CIC is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Assets:
Investments in portfolio companies, at fair value....................... $ 10,837 $ 10,361
Other assets, net....................................................... 1,359 991
------------ ------------
Total assets....................................................... $ 12,196 $ 11,352
------------ ------------
------------ ------------
Liabilities and Shareholder's Equity:
Deferred income taxes................................................... $ 2,921 $ 3,323
Due to parent........................................................... 778 861
Other liabilities....................................................... 2,111 299
Shareholder's equity.................................................... 6,386 6,869
------------ ------------
Total liabilities and shareholder's equity......................... $ 12,196 $ 11,352
------------ ------------
------------ ------------
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- ------------------
<S> <C> <C>
Operating income..................................... $ 5,227 $ 532
Operating expense.................................... 6,451 1,084
-------- -------
Net operating loss................................... (1,224) (552)
Increase in unrealized appreciation of investments... 481 605
Other................................................ 261 (29)
-------- -------
Net (loss) income.................................... $ (482) $ 24
-------- -------
-------- -------
</TABLE>

5. STOCK OPTION PLAN

The Company applies APB No. 25, 'Accounting for Stock Issued to Employees'
(APB 25), and related interpretations in accounting for its stock-based
compensation plan. In accordance with SFAS 123, 'Accounting for Stock-Based
Compensation' (SFAS 123), the Company elected to continue to apply the
provisions of APB 25 and provide pro forma disclosure of the Company's net
operating income and net increase in shareholders' equity resulting from
operations calculated as if compensation costs were computed in accordance with
SFAS 123. The Company is providing this information for the post-RIC period as
discussed in Notes 1 and 2 and from

F-14
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

5. STOCK OPTION PLAN--(CONTINUED)

the time the 1997 Stock Option Plan (the 1997 Plan) was established by the
Company. The 1997 Plan provides for the granting of options to purchase up to
1,328 shares of Common Stock at a price of not less than the fair market value
of the Common Stock on the date of grant to employees of the Company. On May 14,
1998, the Company authorized 500 additional shares to be granted under the 1997
Plan. As of December 31, 1998, there are 195 shares available to be granted
under the 1997 Plan.

Options granted under the 1997 Plan may be either incentive stock options
within the meaning of Section 422 of the Code or nonstatutory stock options.
Only employees of the Company and its subsidiaries are eligible to receive
incentive stock options under the 1997 Plan; such options generally vest over a
three year period. Incentive stock options must have a per share exercise price
of no less than the fair market value on the date of the grant. Nonstatutory
stock options granted under the 1997 Plan must have a per share exercise price
of no less than the fair market value on the date of the grant. Options granted
under the 1997 Plan may be exercised for a period of no more than ten years from
the date of grant.

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- ------------------
<S> <C> <C>
Net operating income
as reported...................................... $14,788 $2,270
pro forma........................................ $13,609 $2,030
Net increase in shareholder equity resulting from
operations
as reported...................................... $16,915 $2,437
pro forma........................................ $15,737 $2,197
</TABLE>

The effects of applying SFAS 123 for providing pro forma disclosures are
not likely to be representative of the effects on reported net operating income
and net increase in shareholders' equity resulting from operations for future
years.

For options granted during the year ended December 31, 1998, the Company
estimated a fair value per option on the date of grant of $4.72 using a
Black-Scholes option pricing model and the following assumptions: dividend yield
7.9%, risk free interest rate 5.1%, expected volatility factor .51, and expected
lives of the options of 7 years.

For options granted during the three months ended December 31, 1997, the
Company estimated a fair value per option on the date of grant of $2.44 using a
Black-Scholes option pricing model and the following assumptions; dividend yield
6.5%, risk free interest rate 6.5%, expected volatility factor .25, and expected
lives of the options of 7 years.

F-15
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

5. STOCK OPTION PLAN--(CONTINUED)

A summary of the status of the Company's stock option plans as of and for
the year ended December 31, 1998 and as of and for the three months ended
December 31, 1997 is as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
YEAR ENDED DECEMBER 31, 1998 1997
-------------------------------- -----------------------------------
WEIGHTED- WEIGHTED-
AVERAGE EXERCISE AVERAGE EXERCISE
COMMON STOCK PRICE COMMON STOCK PRICE
------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C>
Options outstanding, beginning of
period................................. 1,297 $15.00 -- --
Granted.................................. 692 $18.42 1,303 $15.00
Exercised................................ (28) $15.00 -- --
Canceled................................. (328) $22.38 (6) $15.00
------ ------- ------ -------
Options outstanding, end of year......... 1,633 $14.96 1,297 $15.00
------ ------- ------ -------
------ ------- ------ -------
Options exercisable at year end.......... 1,633 1,297
</TABLE>

The following table summarizes information about stock options outstanding
at December 31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------- -----------------------------------
NUMBER WEIGHTED- NUMBER WEIGHTED
OUTSTANDING AT AVERAGE WEIGHTED EXERCISABLE AT AVERAGE
DECEMBER 31, REMAINING AVERAGE DECEMBER 31, EXERCISABLE
RANGE OF EXERCISE PRICES 1998 CONTRACTUAL LIFE EXERCISE PRICE 1998 PRICE
- -------------------------------- -------------- ---------------- -------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Less than $14.01................ 62 9.7 years $14.00 62 $ 14.00
$14.01 to $15.00................ 1,571 8.9 years $15.00 1,571 $ 15.00
------ ---------------- ------- ------ -------
$14.00 to $15.00................ 1,633 8.9 years $14.96 1,633 $ 14.96
------ ---------------- ------- ------ -------
------ ---------------- ------- ------ -------
</TABLE>

In 1998, the Company issued 20 shares of Common Stock to an officer of the
Company in exchange for a note receivable in the amount of $300. The transaction
was executed pursuant to the 1997 Stock Option Plan, which allows the Company to
lend to its employees funds to pay for the exercise of stock options. All loans
made under this arrangement are fully secured by the value of the Common Stock
purchased. Interest is charged and paid on such loans at the Applicable Federal
Rate as defined in the Internal Revenue Code.

On November 6, 1997, the Board of Directors authorized the establishment of
a stock option plan for the non-employee directors. The Reinvestment Plan was
approved by stockholders at the annual meeting held on May 14, 1998. The Company
is awaiting approval of the Reinvestment Plan by the Securities and Exchange
Commission ('SEC'). Pending SEC approval, the Board of Directors has authorized
the Company to issue 15 options to each of the six non-employee directors.

6. RELATED PARTIES

Pursuant to a commitment entered into prior to the Company's IPO, ACS
Partners I, L.P., a Delaware partnership, was formed in 1997 with a wholly-owned
subsidiary of the Company, as sole general partner, and two principals of the
Company, as limited partners, to allow the principals the opportunity to
co-invest in a transaction with the Company. Pursuant to the terms of the
partnership agreement with ACS Partners I, L.P., the Company, through its
wholly-owned subsidiary as sole general partner, has all discretion over the
purchase, sale, restructuring and disposition of the assets of ACS Partners I,
L.P. Upon completion of its IPO, the Company became subject to the 1940 Act and
an application was made to the SEC for an exemption from those provisions of the
1940 Act that could be construed as prohibiting an investment of the type made
by ACS Partners I, L.P. To date, the SEC has not acted on the Company's
exemption request. As of December 31, 1998 and December 31,

F-16
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

6. RELATED PARTIES--(CONTINUED)

1997, principals of the Company had invested $260 in ACS Partners I, L.P. for
investment commitments issued prior to the Company's IPO.

The Company and CIC have entered into an expense sharing agreement whereby
CIC reimburses the Company for expenses paid by the Company on CIC's behalf.

7. NOTES PAYABLE

During December, 1998, the Company borrowed $80,948 secured by government
agency securities with a fair value of $89,948. The interest rate on the Note
was 4.25% and the note was fully repaid on January 4, 1999.

During November, 1998, the Company entered into a credit agreement with two
banks under which the Company has the ability to borrow up to $30 million.
Interest on borrowings is accrued and paid monthly at the prime rate (7.75% at
December 31, 1998). At December 31, 1998, the outstanding balance was $30
million, which is due in October, 2000. The credit facility is secured by the
certain investments of the Company.

During December, 1998, the Company borrowed $5 million from a corporation.
Interest is accrued and paid monthly at 7.75% and the principal of the note is
due on March 31, 1999.

During the year ended December 31, 1998, the nine months ended September
30, 1997 and the year ended December 31, 1996, the cash paid for interest was
approximately $56, $88, and $43, respectively. The weighted average interest
rates, including amortization of deferred finance costs, for the year ended
December 31, 1998, the nine months ended September 30, 1997 and the year ended
December 31, 1996 and 1995 were 5.9%, 16.9%, and 17.3%, respectively.

Due to the short term of the borrowings, the fair value of the notes
payable approximates cost.

8. INCOME TAXES

The Company operates so as to qualify to be taxed as a RIC under the
Internal Revenue Code. Generally, a RIC is entitled to deduct dividends it pays
to its stockholders from its income to determine taxable income. The Company has
distributed and currently intends to distribute sufficient dividends to
eliminate taxable income. Therefore, the statement of operations contains no
provision for income taxes for the year ended December 31, 1998 and the three
months ended December 31, 1997.

The components of the income tax provision were as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED
1997 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
Current provision..................................... $ 2 $ 39
Deferred provision.................................... 2,126 120
------- ------
$ 2,128 $ 159
------- ------
</TABLE>

F-17
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

8. INCOME TAXES--(CONTINUED)

The differences between taxes at the Federal statutory tax rate and the
effective tax rate were as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED
1997 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
Statutory rate........................................ $ 1,803 $ 125
State taxes........................................... 342 15
Change in valuation
Allowance........................................ -- (26)
Other................................................. (17) 45
------- -------
Effective rate........................................ $ 2,128 $ 159
------- -------
------- -------
</TABLE>

During the nine months ended September 30, 1997 and the year ended December
31, 1996, cash paid for income taxes was approximately $2 and $1, respectively.

The aggregate gross and net unrealized appreciation over the cost for
Federal income tax purposes was $2,265, $7,414, and $3,399 as of December 31,
1998, December 31, 1997 and 1996, respectively. The aggregate cost of securities
for Federal income tax purposes was $252,718, $132,870 and $581, as of December
31, 1998, December 31,1997 and 1996, respectively.

As discussed in Note 1, the Company had been taxed under subchapter C prior
to October 1, 1997, when the Company converted to a subchapter M corporation for
Federal income tax purposes. As a subchapter M corporation, the Company is
entitled to deduct dividends it pays to stockholders from its income to
determine taxable income. The Company has distributed and intends to distribute
sufficient dividends to eliminate taxable income. As a result, the Company does
not have a provision for income taxes for the year ended December 31, 1998 and
the three months ended December 31, 1997.

The Company requested a ruling in June 1997 from the IRS seeking to clarify
the tax consequences of the conversion from taxation under subchapter C to
subchapter M. The Company was seeking to avoid having to incur a tax liability
associated with the unrealized appreciation of assets whose fair market value
exceeded their basis upon the ruling from the IRS in regards to the treatment of
the unrecognized gain. Provided the Company meets all the requirements to be
taxed as a RIC, it will be permitted to elect to be subject to rules similar to
the rules of Section 1374 of the Internal Revenue Code with respect to any
unrealized gain inherent in its assets, upon its conversion to RIC status
('built-in gain'). Generally, this treatment allows the deferring of recognition
of the built-in gain. If the Company were to divest itself of any assets in
which it had built-in gains prior to the end of a ten year recognition period,
the Company would then be subject to the extent of its built-in gain.

9. COMMITMENTS AND CONTINGENCIES

The Company has non-cancelable operating leases for office space and office
equipment. The leases expire over the next seven years and contain provisions
for certain annual rental escalations. Rent expense for operating leases for the
year ended December 31, 1998, the three months ended December 31, 1997, the nine
months ended September 30, 1997 and the year ended December 31, 1996 was
approximately $60, $73, $97, and $101, respectively.

F-18
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

9. COMMITMENTS AND CONTINGENCIES--(CONTINUED)

Future minimum lease payments under non-cancelable operating leases at
December 31, 1998 were as follows:

<TABLE>
<S> <C>
1999....................................................................... $ 240
2000....................................................................... 241
2001....................................................................... 248
2002....................................................................... 236
2003 and thereafter........................................................ 374
------
Total.................................................................... $1,339
------
------
</TABLE>

In addition, at December 31, 1998, the Company had commitments $7.4 million
to three portfolio companies. These commitments are composed of two working
capital credit facilities and one acquisition credit facility. The commitments
are subject to the borrowers meeting certain criteria. The terms of the
borrowings subject to commitment are comparable to the terms of other debt
securities in the Company's portfolio.

10. EMPLOYEE STOCK OWNERSHIP PLAN

The Company maintains an ESOP, which includes all employees and is fully
funded on a pro rata basis by the Company and its wholly owned subsidiary, CIC.
Contributions are made at the Company's discretion up to the lesser of $30 or
25% of annual compensation expense for each employee. Employees are not fully
vested until completing five years of service. For the year ended December 31,
1998, the Company and CIC contributed $97 to the ESOP, or 3% of total eligible
employee compensation.

The Company sponsors an employee stock ownership trust to act as the
depository of employer contributions to the ESOP as well as to administer and
manage the actual trust assets which are deposited into the ESOP.

11. CAPITAL STOCK

In July, 1997, all unearned ESOP shares became earned and were allocated to
the ESOP accounts of the Company's employees. Pursuant to the Company's Class A
preferred stock declaration, the Class A preferred stock held by the ESOP was
converted into Common Stock on a one share to one share basis. The Company also
contributed an additional 529 shares of Common Stock to the ESOP.

In August 1997, the Company increased its authorized shares of unallocated
preferred stock to 5,000 and increased its authorized shares of Common Stock to
20,000.

On August 27, 1997, the Company declared a stock split effective August 29,
1997, effected in the form of a stock dividend pursuant to which each
outstanding share of Common Stock was effectively converted into .029859 shares.
Outstanding shares and per share amounts for all periods presented have been
restated to reflect this stock split.

On August 29, 1997, the Company completed its IPO and sold 10,382 shares of
its Common Stock at a price of $15.00 per share. Pursuant to the terms of the
Company's agreement with the underwriter of the offering, the Company issued 443
Common Stock warrants ('Warrants') to the underwriter. The Warrants have a term
of five years from the date of issuance and may be exercised at a price of
$15.00 per share.

The Company declared dividends of $14,849, or $1.34 per share for the year
ended December 31, 1998; at year end, $1,222 remained accrued and undistributed
to stockholders. For the three months ended December 31, 1997, the Company
distributed $2,324, or $0.21 per share, to its stockholders. For Federal income
tax purposes, the distributions were 100% from ordinary income. In addition, in
accordance with regulations governing RIC's,

F-19
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

11. CAPITAL STOCK--(CONTINUED)

the Company notified stockholders of its intention to periodically repurchase
its outstanding Common Stock. Following release of this notification, the
Company repurchased 23 shares of it Common Stock at a weighted average price of
$10.12 per share.

12. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share for the year ended December 31, 1998 and the three months
ended December 31, 1997. For all other periods, earnings per share is not
presented since it is not considered meaningful due to the IPO and
reorganization of the Company as a RIC.

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- ------------------
<S> <C> <C>
Numerator for basic and diluted net increase in
shareholders' equity resulting from operations..... $16,915 $ 2,437
Denominator for basic-weighted average shares........ 11,068 11,069
Employee stock options............................... 269 251
Warrants............................................. 87 85
----------------- ----------
Dilutive potential shares............................ 356 336
Denominator for diluted.............................. 11,424 11,405
----------------- ----------
Basic earnings per share............................. $ 1.53 $ 0.22
Diluted earnings per share........................... $ 1.48 $ 0.21
</TABLE>

13. SUBSEQUENT EVENTS

During February 1999, the Company obtained a commitment for a $100,000
credit facility. The credit facility is funded by a commercial paper conduit and
requires the Company to create ACAS Funding, a bankruptcy remote wholly-owned
subsidiary. The Company is required to make a capital contribution of $115,000
consisting of loans and any related equity warrants to ACAS Funding. ACAS
Funding will then acquire loans and related equity warrants originated by the
Company and may borrow up to 50% of the eligible loan balance subject to certain
concentration limits. The term of the facility is two years and interest on
borrowings will be charged at LIBOR plus 2.50%. The full amount of principal is
due at the end of the term and interest is payable monthly.

F-20
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------- ------------
<S> <C> <C>
ASSETS
Investments at fair value (cost of $247,238 and $252,718, respectively)................ $ 251,489 $254,983
Cash and cash equivalents.............................................................. 1,231 6,149
Investment in unconsolidated operating subsidiary...................................... 5,991 6,386
Due from unconsolidated operating subsidiary........................................... 1,818 778
Interest receivable.................................................................... 2,030 1,561
Other.................................................................................. 992 162
--------- ------------
Total assets.................................................................... $ 263,551 $270,019
--------- ------------
--------- ------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities............................................... $ 914 $ 126
Accrued dividends payable.............................................................. -- 1,222
Notes payable.......................................................................... 77,091 85,948
Revolving credit facility.............................................................. 30,000 30,000
--------- ------------
Total liabilities...................................................................... 108,005 117,296
Shareholders' equity:
Undesignated preferred stock, $0.01 par value, 5,000 shares authorized, 0 issued and
outstanding....................................................................... -- --
Common stock, $.01 par value, 20,000 shares authorized, and 11,122 and 11,081 issued
and outstanding, respectively..................................................... 111 111
Capital in excess of par value....................................................... 145,879 145,245
Note receivable from sale of common stock............................................ (580) (300)
Undistributed (distributions in excess of) net realized earnings..................... 372 (116)
Unrealized appreciation of investments............................................... 9,764 7,783
--------- ------------
Total shareholders' equity...................................................... 155,546 152,723
--------- ------------
Total liabilities and shareholders' equity...................................... $ 263,551 $270,019
--------- ------------
--------- ------------
</TABLE>

See accompanying notes.

F-21
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
SCHEDULE OF INVESTMENTS
MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
INDUSTRY COST FAIR VALUE
-------------------------------------- -------- ----------
<S> <C> <C> <C>
SENIOR DEBT--10.92%
BIW Connector Systems, LLC......................... Manufacturing......................... $ 3,404 $ 3,404
Chance Coach, Inc.(2).............................. Bus Manufacturer...................... 1,232 1,232
JAG Industries, Inc.(2)............................ Manufacturing......................... 1,200 1,200
Confluence Holdings Corp........................... Canoes & Kayaks....................... 11,475 11,475
Cycle Gear, Inc.................................... Motor Cycle Accessories............... 750 750
Euro-Caribe, Inc.(2)............................... Meat Processing....................... 7,062 7,062
Patriot Medical Technologies, Inc.................. Repair Services....................... 3,000 3,000
-------- ----------
Subtotal.............................................................................. 28,123 28,123
<CAPTION>

SUBORDINATED DEBT--46.89%
<S> <C> <C> <C>
BIW Connector Systems, LLC......................... Manufacturing......................... 6,740 6,740
Westwind Holdings, Inc............................. Restaurant............................ 2,945 2,945
JAG Industries, Inc.(2)............................ Manufacturing......................... 2,346 2,346
Specialty Transportation Services, Inc............. Waste Hauler.......................... 7,386 7,386
Chance Coach, Inc.(2).............................. Bus Manufacturer...................... 7,171 7,171
The L.A. Studios, Inc.............................. Audio Production...................... 2,411 2,411
Decorative Surfaces International, Inc.(2)......... Decorative Paper & Vinyl Mfg.......... 5,516 5,516
New Piper Aircraft, Inc............................ Aircraft Manufacturing................ 17,897 17,897
Electrolux, LLC.................................... Vacuum Cleaner........................ 7,563 7,563
Cycle Gear, Inc.................................... Motor Cycle Accessories............... 639 639
Confluence Holdings Corp........................... Canoes & Kayaks....................... 5,226 5,226
Euro-Caribe, Inc.(2)............................... Meat Processing....................... 8,921 8,921
ConStar International, Inc......................... Electrical............................ 12,877 12,877
Centennial Broadcasting, Inc....................... Radio Stations........................ 15,495 15,495
Lion Brewery, Inc.(2).............................. Malt Beverages........................ 5,958 5,958
Auxi-Health, Inc................................... Home Health Care...................... 9,532 9,532
Patriot Medical Technologies, Inc.................. Repair Services....................... 2,090 2,090
-------- ----------
Subtotal.............................................................................. 120,713 120,713
<CAPTION>

CONVERTIBLE PREFERRED STOCK--1.12%
<S> <C> <C> <C>
Chance Coach, Inc.(2) 12% dividend convertible into
20% of Co........................................ Bus Manufacturer...................... 2,000 2,214
Decorative Surfaces International, Inc.(2) prime
rate plus 4% dividend convertible into 2.9% of
Co............................................... Decorative Paper & Vinyl Mfg.......... 665 665
-------- ----------
Subtotal.............................................................................. 2,665 2,879
<CAPTION>

COMMON STOCK WARRANTS(1)--10.70%
<S> <C> <C> <C>
BIW Connector Systems, LLC 8% of LLC............... Manufacturing......................... 652 513
Westwind Holdings, Inc. 5% of Co................... Restaurant............................ 350 271
JAG Industries, Inc.(2) 75% of Co.................. Manufacturing......................... 505 454
Specialty Transportation Services, Inc. up to 39.1%
of Co............................................ Waste Hauler.......................... 694 1,007
Chance Coach, Inc.(2) 43.7% of Co.................. Bus Manufacturer...................... 4,041 4,839
The L.A. Studios, Inc. 17% of Co................... Audio Production...................... 902 839
</TABLE>

F-22
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
SCHEDULE OF INVESTMENTS--(CONTINUED)

MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
INDUSTRY COST FAIR VALUE
-------------------------------------- -------- ----------
COMMON STOCK WARRANTS(1)--10.70%--(CONTINUED)
<S> <C> <C> <C>
Decorative Surfaces International, Inc.(2) 42.3% of
Co............................................... Decorative Paper & Vinyl Mfg.......... $ 4,571 $ 6,805
New Piper Aircraft, Inc. 4% of Co.................. Aircraft Manufacturing................ 2,231 2,528
Electrolux, LLC 2.5% of Co......................... Vacuum Cleaner........................ 246 642
Cycle Gear, Inc. 16.5% of Co....................... Motor Cycle Accessories............... 374 374
Confluence Holdings Corp. 18% of Co................ Canoes & Kayaks....................... 1,319 1,319
Euro-Caribe, Inc.(2) 37% of Co..................... Meat Processing....................... 1,110 1,110
ConStar International, Inc. 17.5% of Co............ Electrical............................ 3,171 3,171
Lion Brewery, Inc.(2) 54% of Co.................... Malt Beverages........................ 675 675
Auxi Health, Inc. 20% of Co........................ Home Health Care...................... 2,599 2,599
Patriot Medical Technologies, Inc. 17% of Co....... Repair Services....................... 410 410
-------- ----------
Subtotal.............................................................................. 23,850 27,556
<CAPTION>

COMMON STOCK(1)--1.25%
<S> <C> <C> <C>

Specialty Transportation Services, Inc. 9.1% of
Co............................................... Waste Hauler.......................... 500 458
Chance Coach, Inc.(2) 18.3% of Co.................. Bus Manufacturer...................... 1,896 2,269
ConStar International, Inc. 2.8%................... Electrical............................ 500 500
-------- ----------
Subtotal.............................................................................. 2,896 3,227
-------- ----------
Subtotal--non-publicly traded securities--63.15%...................................... 178,247 182,498
<CAPTION>

GOVERNMENT SECURITIES--26.79%
<S> <C> <C> <C>

FMC Discount Note due 4/1/99............................................................... 68,991 68,991
-------- ----------
Total Investments..................................................................... 247,238 251,489
<CAPTION>

INVESTMENT IN UNCONSOLIDATED OPERATING SUBSIDIARY--2.33%
<S> <C> <C> <C>

ACS Capital Investments Corporation(1)(2)-- 100% of
Co............................................... Investment Banking.................... 403 5,991
-------- ----------
Totals................................................................................ $247,641 $ 257,480
-------- ----------
-------- ----------
</TABLE>

- ------------------

(1) Non-income producing

(2) Affiliate

See accompanying notes.

F-23
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------
MARCH 31,
--------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Operating income:
Interest and dividend income................................................... $ 5,854 $ 2,680
Loan fees...................................................................... 666 612
-------------- --------------
Total operating income......................................................... 6,520 3,292
Operating expenses:
Salaries and benefits.......................................................... 310 170
General, administrative and other.............................................. 294 274
Interest....................................................................... 794 --
-------------- --------------
Total operating expenses.................................................... 1,398 444
Operating income before equity in (losses) earnings of unconsolidated operating
subsidiary..................................................................... 5,122 2,848
Equity in (loss) earnings of unconsolidated operating subsidiary................. (395) 101
-------------- --------------
Net operating income............................................................. 4,727 2,949
Net realized gain on investments................................................. 316 --
Increase in unrealized appreciation of investments............................... 1,981 28
-------------- --------------
Net increase in shareholders' equity resulting from operations................... $ 7,024 $ 2,977
-------------- --------------
-------------- --------------
Net operating income per share:
Basic.................................................................. $ 0.43 $ 0.27
Diluted................................................................ $ 0.42 $ 0.26
Net increase in shareholders' equity resulting from operations per share:
Basic.................................................................. $ 0.63 $ 0.27
Diluted................................................................ $ 0.62 $ 0.26
Weighted average shares of common stock outstanding:
Basic.................................................................. 11,070 11,069
Diluted................................................................ 11,279 11,480
</TABLE>

See accompanying notes.

F-24
<PAGE>

AMERICAN CAPITAL STRATEGIES, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK CAPITAL IN NOTES RECEIVABLE UNDISTRIBUTED UNREALIZED TOTAL
--------------- EXCESS OF FROM SALE OF NET REALIZED APPRECIATION SHAREHOLDERS'
SHARES AMOUNT PAR VALUE COMMON STOCK EARNINGS INVESTMENTS EQUITY
------ ------ ---------- ---------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997...... 11,069 $111 $ 144,940 $ -- $ (55) $5,656 $ 150,652
Net increase in shareholder's
equity resulting from
operations................... -- -- -- -- 2,949 28 2,977
Distributions................... -- -- -- -- (2,767) -- (2,767)
------ ------ ---------- ------ ------------- ------------ -------------
Balance at March 31, 1998......... 11,069 $111 $ 144,940 -- $ 127 $5,684 $ 150,862
------ ------ ---------- ------ ------------- ------------ -------------
------ ------ ---------- ------ ------------- ------------ -------------
Balance at December 31, 1998 11,081 $111 $ 145,245 $ (300) $ (116) $7,783 $ 152,723
Issuance of common stock under
the 1997 Stock Option Plan... 20 -- 280 -- -- -- 280
Issue of common stock under the
Dividend Reinvestment Plan... 11 -- 188 -- -- -- 188
Issuance of restricted
stock........................ 10 -- 166 -- -- -- 166
Issuance of note receivable from
sale of common
stock........................ -- -- -- (280) -- -- (280)
Net increase in shareholders'
equity resulting from
operations................... -- -- -- -- 5,043 1,981 7,024
Distributions................... -- -- -- -- (4,555) -- (4,555)
------ ------ ---------- ------ ------------- ------------ -------------
Balance at March 31, 1999......... 11,122 $111 $ 145,879 $ (580) $ 372 $9,764 $ 155,546
------ ------ ---------- ------ ------------- ------------ -------------
------ ------ ---------- ------ ------------- ------------ -------------
</TABLE>

See accompanying notes.

F-25
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1999 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net increase in shareholders' equity resulting from operations.......................... $ 7,024 $ 2,977
Adjustments to reconcile net increase in shareholders' equity resulting from operations
to net cash provided by operating activities:
Unrealized appreciation of investments.................................................. (1,981) (28)
Net realized gain on investments........................................................ (316) --
Net amortization of securities.......................................................... -- (845)
Accretion of loan discounts............................................................. (408) (89)
Amortization of deferred finance costs.................................................. 25 --
Amortization of goodwill................................................................ 63 --
Increase in interest receivable......................................................... (469) (402)
Increase in accrued payment-in-kind dividend and interest............................... (380) --
(Increase) decrease in due from unconsolidated subsidiary............................... (1,040) 149
Increase in other assets................................................................ (153) (80)
Increase in accounts payable and accrued liabilities.................................... 788 116
Loss (earnings) of unconsolidated operating subsidiary.................................. 395 (101)
-------- --------
Net cash provided by operating activities................................................. 3,548 1,697

INVESTING ACTIVITIES
Proceeds from sale or maturity of investments........................................... 15,774 32,080
Principal repayments.................................................................... 6,860 303
Purchase of investments................................................................. (28,012) (29,715)
Purchase of securities.................................................................. (6,900) --
-------- --------
Net cash (used in) provided by investing activities....................................... (12,278) 2,668

FINANCING ACTIVITIES
Drawings on revolving credit facilities, net............................................ 10,000 --
Increase in deferred financing costs.................................................... (599) --
Issuance of common stock................................................................ 188 --
Distributions paid...................................................................... (5,777) (2,767)
-------- --------
Net cash provided by (used in) financing activities....................................... 3,812 (2,767)
-------- --------
Net (decrease) increase in cash and cash equivalents...................................... (4,918) 1,598
Cash and cash equivalents at beginning of period.......................................... 6,149 8,862
-------- --------
Cash and cash equivalents at end of period................................................ $ 1,231 $ 10,460
-------- --------
-------- --------
Non-cash financing activities:
Note receivable issued in exchange for common stock....................................... $ 280 $ --
Net repayment of margin borrowings through sale of securities............................. 18,857 --
</TABLE>

See accompanying notes.

F-26
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
FINANCIAL HIGHLIGHTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1999
------------------
<S> <C>
Per Share Data(1)
Net asset value at beginning of the period................................................ $ 13.80
Net operating income...................................................................... 0.43
Increase in unrealized appreciation on investments........................................ 0.20
------------------

Net increase in shareholders' equity from operations...................................... $ 0.63
Distribution of net investment income..................................................... 0.41
------------------
Net asset value at end of period.......................................................... $ 14.02

Per share market value at beginning of period............................................. $ 17.250
Per share market value at end of period................................................... $ 17.125
Total return(2)........................................................................... %1.65
Shares outstanding at end of period....................................................... 11,122

Ratio/Supplemental Data
Net assets at end of period............................................................... $ 155,546
Ratio of operating expenses to average net assets......................................... %0.91
Ratio of net operating income to average net assets....................................... %3.07

1998
------------------
<S> <C>
Per Share Data(1)
Net asset value at beginning of the period................................................ $ 13.61
Net operating income...................................................................... 0.27
Increase in unrealized appreciation on investments........................................ --
------------------
Net increase in shareholders' equity from operations...................................... $ 0.27
Distribution of net investment income..................................................... 0.25
------------------
Net asset value at end of period.......................................................... $ 13.63
Per share market value at beginning of period............................................. $ 18.125
Per share market value at end of period................................................... $ 22.125
Total return(2)........................................................................... 23.45%

Shares outstanding at end of period....................................................... 11,069
Ratio/Supplemental Data
Net assets at end of period............................................................... $ 150,862
Ratio of operating expenses to average net assets......................................... %0.29
Ratio of net operating income to average net assets....................................... %1.96
</TABLE>

- ------------------

(1) Basic per share data.

(2) Amounts were not annualized for the results of the three month periods
ended March 31, 1999 and 1998.

See accompanying notes.

F-27
<PAGE>

AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

1. UNAUDITED INTERIM FINANCIAL STATEMENTS

Interim financial statements of American Capital Strategies, Ltd. (the
'Company') are prepared in accordance with generally accepted accounting
principles ('GAAP') for the interim financial information and pursuant to the
requirements for reporting on Form 10-Q and Article 10 of Regulation S-X.
Accordingly, certain disclosures accompanying annual financial statements
prepared in accordance with GAAP are omitted. In the opinion of management, all
adjustments, consisting solely of normal recurring accruals, necessary for the
fair presentation of financial statements for the interim periods have been
included. The current period's results of operations are not necessarily
indicative of results that ultimately may be achieved for the year. The interim
financial statements and notes thereto should be read in conjunction with the
financial statements and notes thereto included in the Company's Form 10-K/A for
the year ended December 31, 1998, as filed with the Securities and Exchange
Commission.

Use of Estimates in Preparation of Financial Statements

2. ORGANIZATION

American Capital Strategies, Ltd., a Delaware corporation (the 'Company'),
was incorporated in 1986 to provide financial advisory services to and invest in
middle market companies. On August 29, 1997, the Company completed an initial
public offering ('IPO') of 10,382 shares of common stock ('Common Stock'), and
became a non-diversified closed end investment company that has elected to be
treated as a business development company ('BDC') under the Investment Company
Act of 1940, as amended ('1940 Act'). On October 1, 1997, the Company began
operations so as to qualify to be taxed as a regulated investment company
('RIC') as defined in Subtitle A, Chapter 1, under Subchapter M of the Internal
Revenue Code of 1986 as amended (the 'Code'). As contemplated by these
transactions, the Company materially changed its business plan and format from
structuring and arranging financing for buyout transactions on a fee for
services basis to primarily being a lender to and investor in middle market
companies. The Company's investment objectives are to achieve current income
from the collection of interest and dividends, as well as long-term growth in
its shareholders' equity through appreciation in value of the Company's equity
interests. The Company provides financial advisory services to businesses
through ACS Capital Investments Corporation ('CIC'), a wholly-owned subsidiary.
The Company is headquartered in Bethesda, Maryland, and has offices in New York,
Boston, Pittsburgh, San Francisco, Chicago, and Dallas.

F-28
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

3. INVESTMENT IN UNCONSOLIDATED OPERATING SUBSIDIARY

<TABLE>
<CAPTION>
MARCH 31, 1999 DECEMBER 31, 1998
-------------- -----------------
<S> <C> <C>
Assets:
Investments in portfolio companies, at fair value......... $ 9,657 $10,837
Other assets, net......................................... 2,532 1,359
-------------- -----------------
Total assets............................................ $ 12,189 $12,196
-------------- -----------------
-------------- -----------------
Liabilities and Shareholder's Equity:
Deferred income taxes..................................... $ 2,678 $ 2,921
Due to parent............................................. 1,818 778
Other liabilities......................................... 1,702 2,111
Shareholder's equity...................................... 5,991 6,386
-------------- -----------------
Total liabilities and shareholder's equity.............. $ 12,189 $12,196
-------------- -----------------
-------------- -----------------
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------------------
1999 1998
------------------ ------------------
<S> <C> <C>
Operating income...................................................... $ 1,435 $ 1,779
Operating expense..................................................... 2,044 1,546
---------- ----------
Net operating loss.................................................... (609) 233
Realized gains on investments......................................... 925 --
Change in unrealized appreciation of investments...................... (954) (96)
Other income (expense)................................................ 243 (36)
---------- ----------
Net (loss) income..................................................... $ (395) $ 101
---------- ----------
---------- ----------
</TABLE>

4. NOTES PAYABLE

During March 1999, the Company borrowed $62,091 secured by government
agency securities with a fair value of $68,991. The interest rate on the Note
was 6.0% and the note was fully repaid on April 1, 1999.

During November 1998, the Company entered into a credit agreement with two
banks under which the Company has the ability to borrow up to $30 million.
Interest on borrowings is accrued and paid monthly at the prime rate (7.75% at
March 31, 1999). At March 31, 1999, the outstanding balance was $30 million,
which is due in October, 2000. The credit facility is secured by certain
investments of the Company.

During February 1999, the Company borrowed $15 million from a corporation.
Interest is accrued and paid monthly at 7.75%. The note was fully repaid on
April 30, 1999.

Due to the short term of the borrowings, the fair value of the notes
payable approximates cost.

As of March 31, 1999, the Company closed a maximum $100,000 debt funding
facility. In connection with the closing, the Company established ACS Funding
Trust I (the 'Trust'), an affiliated business trust and contributed or sold to
the Trust approximately $157,000 in loans. Subject to certain conditions, the
Company will remain servicer of the loans. Simultaneously with the initial
contribution, the Trust entered into a loan agreement with First Union Capital
Markets Corp., as deal agent, and certain other parties providing for loans in
an amount up to 50% of the eligible loan balance subject to certain
concentration limits. The term of the facility is two years

F-29
<PAGE>
AMERICAN CAPITAL STRATEGIES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

4. NOTES PAYABLE--(CONTINUED)

and interest on borrowings will be charged at LIBOR plus 2.50%. The full amount
of principal is payable over two years beginning at the end of the term and
interest is payable monthly. The transfer of assets to the Trust and the related
borrowings by the Trust will be treated as a financing arrangement by the
Company under Statement of Financial Accounting Standards No. 125, 'Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities.'

5. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share for the three months ended March 31, 1999 and the three
months ended March 31, 1998.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------------------
1999 1998
------------------ ------------------
<S> <C> <C>
Numerator for basic and diluted net increase in shareholders' equity
resulting from operations........................................... $ 7,024 $ 2,977
Denominator for basic-weighted average shares......................... 11,070 11,069
Employee stock options................................................ 196 307
Warrants.............................................................. 13 104
---------- ----------
Dilutive potential shares............................................. 209 411
Denominator for diluted............................................... 11,279 11,480
---------- ----------
Basic earnings per share.............................................. $ 0.63 $ 0.27
Diluted earnings per share............................................ $ 0.62 $ 0.26
---------- ----------
---------- ----------
</TABLE>

6. REALIZED GAIN ON INVESTMENTS

During March, 1999, the Company sold its investment in Four S Baking
Company. The Company's investment included senior debt, subordinated debt,
preferred stock, common stock and common stock warrants. The Company received
$7,163 in total proceeds from the sale and recognized a net realized gain of
$316. The realized gain was comprised of a $331 realization of unamortized loan
discounts on the subordinated debt and a net loss of $15 on the common stock and
warrants. In addition, the Company earned prepayment fees of $87 from the early
repayment of the senior and subordinated debt. In conjunction with the sale, no
dealer, salesman or other person is authorized hereby to give any information or
to make any representation not contained in this prospectus or any prospectus
supplement and, if given or made, such information or representation must not be
relied upon as having been authorized by the company or any underwriter or
agent. This prospectus and any prospectus supplement does not constitute an
offer to sell or a solicitation or any offer to buy any security other than the
securities offered hereby, nor does it constitute an offer to sell or a
solicitation of an offer to buy any securities offered hereby to any person in
any jurisdiction in which it is unlawful to make such an offer or solicitation
to such person. Neither the delivery of this prospectus or any prospectus
supplement nor any sale made hereunder or thereunder shall under any
circumstances imply that the information contained herein or therein is correct
as of any date subsequent to their respective dates.

7. SUBSEQUENT EVENTS

On May 6, 1999 the Company received shareholder approval to increase the
number of authorized shares of Common Stock from 20,000 to 70,000.

F-30
<PAGE>
The information in this Statement of Additional Information is not complete
and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
Statement of Additional Information is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.

SUBJECT TO COMPLETION , 1999.

AMERICAN CAPITAL STRATEGIES, LTD.

STATEMENT OF ADDITIONAL INFORMATION , 1999

This Statement of Additional Information ('SAI') is not a prospectus, and
should be read in conjunction with the Prospectus dated __________, 1999
relating to this offering (the 'Prospectus') and the accompanying prospectus
supplement, if any. A copy of the Prospectus and the relevant accompanying
prospectus supplement, if any, may be obtained by calling American Capital
Strategies, Ltd. at (301) 951-6122 and asking for Shareholder Relations. Terms
not defined herein have the same meaning as given to them in the Prospectus.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE IN THE LOCATION
STATEMENT OF RELATED
OF ADDITIONAL DISCLOSURE IN
INFORMATION THE PROSPECTUS
-------------- ---------------
<S> <C> <C>
General Information and History........................................... SAI-2
Investment Objective and Policies......................................... SAI-2
Management................................................................ SAI-2
Control Persons and Principal Holders of Common Stock..................... SAI-4
Investment Advisory Services.............................................. SAI-6
Safekeeping, Transfer and Dividend Paying Agent and Registrar............. SAI-6
Financial Statements...................................................... SAI-6
Brokerage Allocation and Other Practices.................................. SAI-6
Tax Status................................................................ SAI-6
</TABLE>

GENERAL INFORMATION AND HISTORY

This SAI contains information with respect to American Capital Strategies,
Ltd. (the 'Company'). The Company, a Delaware corporation, was incorporated in
1986 to provide financial advisory services to and invest in middle market
companies. On August 29, 1997, the Company completed an initial public offering
('IPO') of 10,382,437 shares of its common stock ('Common Stock') and became a
non-diversified, closed end investment company that has elected to be treated as
a business development company ('BDC') under the Investment Company Act of 1940,
as amended ('1940 Act'). On October 1, 1997, the Company began operations so as
to qualify to be taxed as a regulated investment company ('RIC') as defined in
Subtitle A, Chapter 1, under Subchapter M of the Internal Revenue Code of 1986
as amended (the 'Code').

INVESTMENT OBJECTIVES AND POLICIES

The Company's investment objectives are to achieve a high level of current
income from the collection of interest and advisory fees, as well as long-term
growth in its shareholders' equity through the appreciation in value of the
Company's equity interests in the companies in which it invests. The Company
will at all times seek to conduct its business so as to retain its status as a
BDC and to qualify to be taxed as a RIC. The Company seeks to achieve its
investment objectives by lending to and investing primarily in middle market
companies in a variety of industries and in diverse geographic locations
primarily in the United States. At March 31, 1999 the

SAI-1
<PAGE>
Company's investment portfolio totaled $182 million. A discussion of the
selected financial data, supplementary financial information and management's
discussion and analysis of financial condition and results of operations is
included in the Prospectus. In addition to its core lending business, the
Company also provides financial advisory services to businesses through ACS
Capital Investments Corporation ('CIC'), a wholly-owned subsidiary. The Company
is headquartered in Bethesda, Maryland, and has offices in New York, Boston,
Pittsburgh, San Francisco, Chicago, and Dallas.

MANAGEMENT

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Under Commission rules applicable to BDCs, the Company is required to set
forth certain information regarding the compensation of certain of its executive
officers and directors.

The following table sets forth certain details of the aggregate
compensation paid to each of the three highest paid executive officers of the
Company during 1998, as well as to each of the Company's executive officers who
was also a director. For the aggregate compensation received by each
non-employee director, see 'Director Compensation.'

COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
AGGREGATE BENEFITS SECURITIES
COMPENSATION ACCRUED AS PART OF UNDERLYING
NAME OF PERSON, POSITION FROM COMPANY(1) COMPANY EXPENSE(2) OPTIONS/SARS(3)
- --------------------------------------------------------- --------------- ------------------ ---------------
<S> <C> <C> <C>
Malon Wilkus, President, Chief Executive Officer and
Chairman of the Board of Directors..................... $ 363,853 $4,800 35,000
David Gladstone, Vice Chairman of the Board of
Directors.............................................. $ 366,853 $4,800 --
Adam Blumenthal, Executive Vice President, Secretary and
Director............................................... $ 412,710 $4,800 25,000
</TABLE>

- ------------------
(1) The aggregate compensation from the Company for Messrs. Wilkus, Gladstone
and Blumenthal includes salary in the amount of $150,000, $150,000 and
$168,750 and bonus in the amount of $216,853, $216,853 and $243,960,
respectively. The executive officers did not receive any awards of
restricted stock or any payouts pursuant to a long-term incentive plan.

(2) Represents the value of the Company's Common Stock allocated in 1998 to the
executive officer's account in the Company ESOP. The named executive
officer's estimated annual benefits upon retirement are not determinable.

(3) On May 14, 1998, Messrs. Wilkus and Blumenthal were granted options to
purchase 35,000 and 25,000 shares of Common Stock, respectively, at an
exercise price of $23.50 per share that were due to expire on May 14, 2008.
These options were cancelled on September 14, 1998 in connection with an
option repricing pursuant to which Messrs. Wilkus and Blumenthal received
options to purchase 35,000 and 25,000 shares of Common Stock, respectively,
at an exercise price of $15.00 per share due to expire on September 14,
2008. On the date of the repricing, the closing price of the Company's
Common Stock on the NASDAQ Stock Market was $14.56 per share.

SAI-2
<PAGE>

DIRECTOR COMPENSATION

During 1998, each non-employee director received an annual retainer fee of
$10,000 and a fee of $1,000 for each meeting of the Board of Directors or each
separate committee meeting attended. For 1999, each non-employee director will
be paid an annual retainer of $10,000 and a fee of $1,000 for each meeting of
the Board of Directors or each separate committee meeting attended. Directors
are reimbursed for out-of-pocket expenses incurred in connection with Board and
committee meetings. Directors who are employees of the Company do not receive
additional compensation for service as a member of the Board of Directors. The
following table sets forth the compensation received by each non-employee
director during 1998:

<TABLE>
<CAPTION>
NAME 1998 COMPENSATION
- ---------------------------------------------------------------- -----------------
<S> <C>
Robert L. Allbritton............................................ $17,000
Landon Butler(1)................................................ $12,000
Neil M. Hahl.................................................... $25,000
Philip R. Harper................................................ $24,000
Stan Lundine.................................................... $20,000
Alvin N. Puryear(2)............................................. $ 5,334
Stephen P. Walko................................................ $20,000
</TABLE>

- ------------------

(1) Resigned from the Board of Directors effective August 14,
1998.

(2) Joined the Board of Directors effective September 15, 1998.

LONG TERM INCENTIVE PLANS

The Company maintains three long term incentive plans in which executive
officers and directors of the Company participate: (i) the ESOP in which all
employees of the Company are eligible to participate after meeting minimum
service requirements, (ii) the 1997 Stock Option Plan (the 'Employee Option
Plan') in which all employees can participate and (iii) the 1997 Disinterested
Director Stock Option Plan (the 'Director Option Plan') in which only
non-employee directors can participate. The Company maintains no stock
appreciation rights plan or defined benefit or actuarial plan.

ESOP. The Company maintains the ESOP for the benefit of its employees and
enables them to share in the growth of the Company. The ESOP is a combination
money purchase and stock bonus plan, designed to be invested primarily in Common
Stock of the Company and qualified under section 401(a) of the Internal Revenue
Code of 1986, as amended (the 'Code'). The ESOP provides that ESOP participants
will receive allocations of Company stock at least equal to 3% of their annual
compensation, up to certain statutory maximums. The Company has the ability to
make additional contributions also subject to certain statutory maximums. Each
ESOP participant vests in his or her ESOP account over a five-year period
beginning on the date of first employment.

Employee Option Plan. The Employee Option Plan was established for the
purpose of attracting and retaining executive officers and other key employees.
Non-employee Directors may not participate. Options for a maximum of 1,828,252
shares of Common Stock were subject to issuance under the Employee Option Plan.
Of such amount, options for 1,617,778 shares of Common Stock are outstanding and
options for 48,000 shares of Common Stock have been exercised. The Compensation
Committee administers the Option Plan and may grant options for a maximum of
608,782 shares to any single participant. The Compensation Committee uses such
criteria as it deems important to determine who will receive awards and the
number of awarded options. The Compensation Committee has the authority to set
the exercise price for options and to adjust the exercise price following the
occurrence of events such as stock splits, dividends, distribution and
recapitalizations. Options may be exercised during a period of no more than ten
years following the date of grant. The Compensation Committee has the discretion
to set the vesting period for options and to permit the acceleration of vesting
under certain circumstances. Vesting is automatically accelerated upon the
occurrence of specified change of control transactions.

SAI-3
<PAGE>

SAI-4
<PAGE>

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF
SECURITIES GRANTED TO STOCK APPRECIATION
UNDERLYING EMPLOYEES EXERCISE(1) FOR OPTION TERM
OPTIONS IN FISCAL OR BASE EXPIRATION -------------------
GRANTED (#SHS.) YEAR PRICE ($/SH.) DATE(2) 5%($) 10%($)
--------------- ------------- ------------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Malon Wilkus................... 35,000 5.1% 15.00 9/14/2008 330,170 836,715
Adam Blumenthal................ 25,000 3.6% 15.00 9/14/2008 235,835 597,653
Roland Cline................... 15,000 2.2% 15.00 9/14/2008 141,501 358,592
John Erickson.................. 25,000 3.6% 15.00 9/14/2008 235,835 597,653
Stephen L. Hester.............. 5,000 0.7% 15.00 9/14/2008 47,167 119,531
</TABLE>

- ------------------
(1) On September 14, 1998, the Company repriced each of the options previously
awarded to the named executive officers thereby changing the exercise price
of such options from $23.50 per share to $15.00 per share. On the date of
the repricing, the closing trading price of the Company's Common Stock on
the NASDAQ Stock Market was $14.56 per share.
(2) On September 14, 1998, the Company repriced each of the options previously
awarded to the named executive officers thereby changing the expiration date
of such options from May 14, 2008 to September 14, 2008.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF COMMON STOCK

The following table sets forth, as of March 22, 1999 (unless otherwise
indicated), the beneficial ownership of each current director, each nominee for
director, each of the executive officers named in the Compensation Table (the
'Compensated Persons'), the executive officers and directors as a group and each
stockholder known to management of the Company to own beneficially more than 5%
of the outstanding shares of Common Stock of the Company. Unless otherwise
indicated, the Company believes that the beneficial owner set forth in the table
has sole voting and investment power.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS(1)
- -------------------------------------------------------------------------- ----------------- -------------------
<S> <C> <C>
Capital Research and Management Company(2)................................ 695,000 6.3%
333 South Hope Street
Los Angeles, California 90071

DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------
<S> <C> <C>
Malon Wilkus.............................................................. 828,567(3) 7.4%
3 Bethesda Metro Center
Suite 860
Bethesda, Maryland 20814
David Gladstone........................................................... 682,893(4) 6.1%
3 Bethesda Metro Center
Suite 860
Bethesda, Maryland 20814
Adam Blumenthal........................................................... 349,686(5) 3.1%
Roland Cline.............................................................. 218,601(6) 2.0%
John Erickson............................................................. 32,228(7) *
Stephen L. Hester......................................................... 61,019(8) *
Robert L. Allbritton...................................................... 5,057 *
Neil M. Hahl.............................................................. 2,177 *
Philip R. Harper.......................................................... 3,265 *
Stan Lundine.............................................................. 400 *
Alvin N. Puryear.......................................................... 3,000 *
</TABLE>

SAI-5
<PAGE>

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
DIRECTORS AND EXECUTIVE OFFICERS OWNERSHIP PERCENT OF CLASS(1)
- -------------------------------------------------------------------------- ----------------- -------------------
Stephen P. Walko.......................................................... 2,500 *
<S> <C> <C>

Officers and directors as a group (12 persons)............................ 2,189,393 19.6%
</TABLE>

- ------------------
* Less than one percent.
(1) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock subject to options held by directors and executive officers of
the Company that are exercisable within 60 days of March 22, 1999, are
deemed outstanding for the purposes of computing such director's or
executive officer's beneficial ownership.
(2) Capital Research and Management Company ('Capital'), a registered investment
advisor, is deemed to have beneficial ownership of 695,000 shares of Common
Stock believed to be outstanding as a result of acting as investment adviser
to various investment companies. The information in this footnote was
obtained from Schedule 13-G filed with the Securities and Exchange
Commission by Capital for calendar year 1998.
(3) Includes 44,375 shares allocated to the account of Mr. Wilkus as a
participant in the ESOP over which Mr. Wilkus has voting power under the
terms of the Company ESOP and 117,428 shares issuable upon the exercise of
options.
(4) Includes 2,246 shares allocated to the account of Mr. Gladstone as a
participant in the Company's Employee Stock Ownership Plan ('ESOP') over
which Mr. Gladstone has voting power under terms of the ESOP and 608,782
shares issuable upon the exercise of options.
(5) Includes 36,898 shares allocated to the account of Mr. Blumenthal as a
participant in the ESOP over which Mr. Blumenthal has voting power under
terms of the ESOP and 312,788 shares issuable upon the exercise of options.
(6) Includes 37,569 shares allocated to the account of Mr. Cline as a
participant in the ESOP over which Mr. Cline has voting power under terms of
the ESOP and 181,032 shares issuable upon the exercise of options.
(7) Includes 228 shares allocated to the account of Mr. Erickson as a
participant in the ESOP over which Mr. Erickson has voting power and 25,000
shares issuable upon the exercise of options, but does not include other
shares owned by the ESOP for which Mr. Erickson is the Trustee.
(8) Includes 13,271 shares allocated to the account of Mr. Hester as a
participant in the ESOP over which Mr. Hester has voting power and 7,748
shares issuable upon the exercise of options.

INVESTMENT ADVISORY SERVICES

The Company is internally managed and therefore has not entered into any
advisory agreement with, nor pays advisory fees to, an outside investment
adviser.

SAFEKEEPING, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR

The Company's securities are held under a custodian agreement by LaSalle
Bank, N.A. The address of the custodian is 135 South LaSalle Street, Chicago, IL
60603. The Company's assets are held under bank custodianship in compliance with
the 1940 Act. State Street Bank and Trust Company will act as the Company's
transfer and dividend paying agent and registrar. The principal business address
of State Street Bank and Trust Company is c/o EquiServe, L.P., 150 Royall
Street, mail stop 45-02-62, Canton, MA 02021.

FINANCIAL STATEMENTS

The Company has included its financial statements at December 31, 1998 and
1997, and for the year ended December 31, 1998, the three months ended December
31, 1997, the nine months ended September 30, 1997, and the year ended December
31, 1996, and financial highlights for the year ended December 31, 1998 and the
three months ended December 31, 1997 in the Prospectus and elsewhere in the
Registration Statement.

SAI-6
<PAGE>
BROKERAGE ALLOCATION AND OTHER PRACTICES

Since the Company generally acquires and disposes of its investments in
privately negotiated transactions, it infrequently uses brokers in the normal
course of business.

TAX STATUS

The following discussion is a general summary of the material federal
income tax considerations applicable to the Company and does not purport to be a
complete description of the income tax considerations. The discussion is based
upon the Code, Treasury Regulations thereunder, and administrative and judicial
interpretations thereof, each as of the date hereof, all of which are subject to
change. Prospective investors should consult their own tax advisors with respect
to tax considerations which pertain to their purchase of Securities. This
summary does not discuss any aspects of foreign, state or local tax laws.

The Company has operated since October 1, 1997 so as to qualify to be taxed
as a 'regulated investment company' or 'RIC' within the meaning of Section 851
of the Code. If the Company qualifies as a RIC and annually distributes to its
stockholders in a timely manner at least 90% of its 'investment company taxable
income,' as defined in the Code, it will not be subject to federal income tax on
the portion of its taxable income and capital gains distributed to stockholders.
'Investment company taxable income' generally means taxable income, including
net short-term capital gains but excluding net long-term capital gains. In
addition, the Company will be liable for a nondeductible federal excise tax of
4% on its undistributed income unless for each calendar year it distributes
(including through 'deemed distributions') an amount equal to or greater than
the sum of (i) 98% of its 'ordinary income' (generally, taxable income excluding
net short-term and long-term capital gains), (ii) 98% of its 'capital gain net
income' (including both net short-term and long-term capital gains) realized for
the 12-month period ending October 31 of such calendar year, and (iii) any
shortfall in distributing all ordinary income and capital gain net income for
the prior calendar year. The Company generally will endeavor to make
distributions and have deemed distributions such that it will not incur the
federal excise tax on its earnings.

The Company received a ruling from the IRS clarifying the tax consequences
of its conversion to a RIC, especially with regard to the treatment of any
unrealized gain inherent in its assets (approximately $6.3 million) upon its
conversion to RIC status ('built-in gain'). Under the terms of the ruling and
applicable law, if the company realizes or is treated as realizing any of the
built-in gain before October 1, 2007, it generally will be liable for corporate
level federal income tax on the gain, which could not be eliminated by dividend
payments.

In order to qualify as a RIC for federal income tax purposes, the Company
must, among other things: (a) continue to qualify as a BDC under the 1940 Act,
(b) derive in each taxable year at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale of
stock or securities, or other income derived with respect to its business of
investing in such stock or securities; and (c) diversify its holdings so that at
the end of each quarter of the taxable year (i) at least 50% of the value of the
Company's assets consists of cash, cash items, securities of other RICs, U.S.
government securities, and other securities if such other securities of any one
issuer do not represent more than 5% of the Company's assets or 10% of the
outstanding voting securities of the issuer, and (ii) no more than 25% of the
value of the Company's assets (including those owned by CIC) are invested in the
securities of one issuer (other than U.S. government securities or securities of
other RICS) or of two or more issuers that are controlled (as determined under
applicable Code rules) by the Company and are engaged in the same or similar or
related trades or businesses.

If the Company acquires or is deemed to have acquired debt obligations that
were issued originally at a discount or that otherwise are treated under
applicable tax rules as having original issue discount, the Company will be
required to include in income each year a portion of the original issue discount
that accrues over the life of the obligation regardless of whether the Company
receives cash representing such income in the same taxable year and to make
distributions accordingly.

Although it does not presently expect to do so, the Company is authorized
to borrow funds and to sell assets in order to satisfy distribution requirements
and diversification requirements. However, under the 1940 Act, the Company is
not permitted to make distributions to stockholders while the Company's debt
obligations and other senior securities are outstanding unless certain 'asset
coverage' tests are met. Moreover, the Company's ability to dispose of assets to
meet its distribution requirements may be limited by other requirements relating
to its status as a RIC, including the diversification requirements. If the
Company disposes of assets in order to meet

SAI-7
<PAGE>
distribution requirements, the Company may make such dispositions at times
which, from an investment standpoint, are not advantageous.

If the Company fails to satisfy the 90% distribution requirement or
otherwise fails to qualify as a RIC in any taxable year, it will be subject to
tax in such year on all of its taxable income, regardless of whether the Company
makes any distributions to its stockholders. In addition, in that case, all of
the Company's distributions to its stockholders will be characterized as
ordinary income (to the extent of the Company's current and accumulated earnings
and profits).

The Company's wholly-owned subsidiary, CIC, is an ordinary corporation that
is subject to corporate level federal income tax. The Company also owns all of
the equity interests issued by ACS Funding Trust I, a business trust that is
disregarded as a separate entity for tax purposes.

SAI-8
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

5,000,000 SHARES

COMMON STOCK

------------------------------------

PROSPECTUS SUPPLEMENT
------------------------------------

BANCBOSTON ROBERTSON STEPHENS

------------------------------

LEGG MASON WOOD WALKER U.S. BANCORP PIPER JAFFRAY

INCORPORATED

------------------------------

FERRIS, BAKER WATTS FRIEDMAN BILLINGS RAMSEY

INCORPORATED

J.J.B. HILLIARD, W.L. LYONS, INC.

SCOTT & STRINGFELLOW, INC.

July 8, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNTIL [INSERT DATE], ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS, OR SUBSCRIPTIONS.

<PAGE>

PART C - OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

1. Financial Statements:

Included in Parts A and B of the Registration Statement:

AMERICAN CAPITAL STRATEGIES, LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
AUDITED FINANCIAL STATEMENTS
Report of Independent Auditors................................................................................... F-
Balance Sheets as of December 31, 1998 and 1997.................................................................. F-
Schedules of Investments as of December 31, 1998 and 1997........................................................ F-
Statements of Operations for the year ended December 31, 1998, the three months ended December 31, 1997, the
nine months ended September 30, 1997 and the year end December 31, 1996........................................ F-
Statements of Shareholders' Equity for the years ended December 31, 1998, the three months ended December 31,
1997, the nine months ended September 30, 1997 and the year ended December 31, 1996............................ F-
Statements of Cash Flows for the years ended December 31, 1998, the three months ended December 31, 1997, the
nine months ended September 30, 1997 and the year ended December 31, 1996...................................... F-
Financial Highlights for the year ended December 31, 1998 and the three months ended December 31, 1997........... F-
Notes to Financial Statements.................................................................................... F-

UNAUDITED FINANCIAL STATEMENTS
Balance Sheets as of March 31, 1999 and December 31, 1998........................................................ F-
Schedule of Investments as of March 31, 1999 .................................................................... F-
Statements of Operations for the three months ended March 31, 1999 and 1998...................................... F-
Statements of Shareholders' Equity for the three months ended March 31, 1999 and 1998............................ F-
Statements of Cash Flows for the three months ended March 31, 1999 and 1998...................................... F-
Financial Highlights for the three months ended March 31, 1999 and 1998.......................................... F-
Notes to Financial Statements.................................................................................... F-
</TABLE>

2. Exhibits:

1. Form of Underwriting Agreement, to be filed by amendment.

* 3.1. Second Amended and Restated Certificate of Incorporation,
incorporated herein by reference to Exhibit 2.a of the Amendment No. 1 to the
Form N-2 filed by the Company, filed on August 12, 1997 (Commission File No.
333-29943).

* 3.2. Second Amended and Restated Bylaws, incorporated herein by reference
to Exhibit 2.b of the Amendment No. 1 to the Form N-2 filed by the Company,
filed on August 12, 1997 (Commission File No. 333-29943).

* 4.1. Instruments defining the rights of holders of securities: See
Article IV of the Company's Second Amended and Restated Certificate of
Incorporation, incorporated herein by reference to Exhibit 2.a of the Amendment
No. 1 to the Form N-2 filed by the Company, filed on August 12, 1997 (Commission
File No. 333-29943).

* 4.2. Instruments defining the rights of holders of securities: See
Section I of the Company's Second Amended and Restated Bylaws, incorporated
herein by reference to Exhibit 2.b of the Amendment No. 1 to the Form N-2 filed
by the Company, filed on August 12, 1997 (Commission File No. 333-29943).

5. Opinion of Arnold & Porter

* 10.1. Amended and Restated Employment Agreement between the Company and
David Gladstone, dated as of August 18, 1998, incorporated herein by reference
to Exhibit 10.1 on Form 10-Q for the quarter ended September 30, 1998, filed on
November 16, 1998.

* 10.2. Form of Employment Agreement between the Company and Malon Wilkus,
incorporated herein by reference to Exhibit i.4 of the Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-2 (File No. 333-29943) filed on
August 12, 1997.

<PAGE>

* 10.3. Form of Employment Agreement between the Company and Adam
Blumenthal, incorporated herein by reference to Exhibit i.5 of the Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-29943)
filed on August 12, 1997.

* 10.4. Form of Employment Agreement between the Company and Stephen L.
Hester, incorporated herein by reference to Exhibit i.6 of the Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-29943)
filed on August 12, 1997.

* 10.5. Form of Employment Agreement between the Company and Roland Cline,
incorporated herein by reference to Exhibit i.7 of the Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-2 (File No. 333-29943) filed on
August 12, 1997.

10.6. Amended and Restated Employment Agreement between the Company and
Adam Blumenthal dated June 7, 1999.

10.7. Amended and Restated Employment Agreement between the Company and
Roland Cline dated June 7, 1999.

10.8. Stock Option Exercise Agreement between the Company and Adam
Blumenthal dated June 7, 1999.

10.9. Stock Option Exercise Agreement between the Company and Roland Cline
dated June 7, 1999.

10.10. Stock Option Exercise Agreement between the Company and Malon Wilkus
dated June 7, 1999.

10.11. Stock Option Exercise Agreement between the Company and John
Erickson dated June 7, 1999.

10.12. Stock Option Exercise Agreement between the Company and Stephen L.
Hester dated June 7, 1999.

10.13. Letter Agreement Regarding the Exercise of Options dated as of July
8, 1999 between the Company and David Gladstone.

10.14. Purchase Note dated as of June 7, 1999 by Adam Blumenthal in favor
of the Company.

10.15. Purchase Note dated as of June 7, 1999 by Roland Cline in favor of
the Company.

10.16. Purchase Note dated as of June 7, 1999 by Malon Wilkus in favor of
the Company.

10.17. Purchase Note dated as of June 7, 1999 by John Erickson in favor of
the Company.

10.18. Purchase Note dated as of June 7, 1999 by Stephen L. Hester in favor
of the Company.

* 10.19. Form of Loan Accounting Agreement between the Company and Riggs
Bank, N.A., incorporated herein by reference to Exhibit j.1 of the Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-29943)
filed on August 12, 1997.

* 10.20. Custodial Agreement between the Company and Riggs Bank, N.A.,
incorporated herein by reference to Exhibit j.2 of the Pre-Effective Amendment
Number 2 to the Registration Statement on Form N-2 (File No. 333-29943) filed on
August 29, 1997.

* 10.21. Form of Referral Agreement between the Company and Riggs Bank,
N.A., incorporated herein by reference to Exhibit k.1 of the Pre-Effective
Amendment Number 1 to the Registration Statement on Form N-2 (File No.
333-29943) filed on August 12, 1997.

C-1

<PAGE>

* 10.22. Form of Referral Agreement between the Company and NCB Development
Corporation, incorporated herein by reference to Exhibit k.2 of the
Pre-Effective Amendment Number 1 to the Registration Statement on Form N-2 (File
No. 333-29943) filed on August 12, 1997.

23.1. Consent of Arnold & Porter: See exhibit 5

23.2. Consent of Ernst & Young LLP

* 27. Financial Data Schedule

* 99.1. Dividend Reinvestment Plan, incorporated herein by reference to
Exhibit 2.e of the Pre-Effective Amendment No. 2 to the Registration Statement
on Form N-2 (Commission File No. 333-29943) filed on August 29, 1997.

* 99.2. Form of American Capital Strategies, Ltd. First Amended and
Restated Employee Stock Ownership Plan, incorporated herein by reference to
Exhibit i.1 of the Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-2 (File No. 333-29943) filed on August 12, 1997.

* 99.3. Form of American Capital Strategies, Ltd. 1997 Stock Option Plan,
incorporated herein by reference to Exhibit i.2 of the Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-2 (File No. 333-29943), as
amended, filed on August 12, 1997.

- -------------------
* Previously filed.

C-2

<PAGE>

ITEM 25. MARKETING ARRANGEMENTS

The information contained under the heading "Plan of Distribution" on page of
the Prospectus is incorporated herein by reference, and any information
concerning any underwriters will be contained in the accompanying Prospectus
Supplement, if any.

ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC Registration Fee...........................................
NASD Fee.......................................................
Nasdaq additional listing fee..................................
Blue Sky fees and expenses.....................................
Accounting fees and expenses...................................
Legal fees and expenses........................................
Printing and engraving.........................................
Registrar and transfer agent's fees............................
Miscellaneous fees and expenses................................
Total..........................................................

Note: All listed amounts are estimates.

ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

1) ACS Capital Investments Corporation, a Delaware corporation ("CIC");
100% of stock owned by the Company.

2) American Capital Strategies Labor Research, Inc., a Delaware
corporation; 85% of stock owned by the Company.

Note: Both of the subsidiaries above are included in the Company's consolidated
financial statements.

3) Employee Acquisition Corporation - 17, a Delaware corporation; 100%
of stock owned by CIC.

4) Employee Acquisition Corporation - 19, a Delaware corporation; 100%
of stock owned by CIC.

5) Employee Acquisition Corporation - 20, a Delaware corporation; 100%
of stock owned by CIC.

6) Employee Acquisition Corporation - 21, a Delaware corporation; 100%
of stock owned by CIC.

7) Employee Acquisition Corporation - 22, a Delaware corporation; 100%
of stock owned by CIC.

8) Employee Acquisition Corporation - 23, a Delaware corporation; 100%
of stock owned by CIC.

NOTE: Financial statements for the affiliates listed above as items
(3)-(8) have not been filed or included in the Company's consolidated financial
statements because such affiliates are not active, do not have any operations
and have no assets other than their respective stated capital.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

The following table sets forth the number of record holders of the
Company's securities at March 31, 1999.

Number of
TITLE OF CLASS Record Holders
- -------------- --------------
Common Stock, par value
$0.01 per share 208

Preferred Stock, par value
$0.01 per share 0

Warrants 1

Debt Securities 2

ITEM 29. INDEMNIFICATION

The Delaware General Corporation Law (Section 102) allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit. The Company's Second Amended and Restated
Certificate of Incorporation, as amended, contains a provision which eliminates
directors' personal liability as set forth above.

C-3

<PAGE>

The Delaware General Corporation Law (Section 145) gives Delaware corporations
broad powers to indemnify their present and former directors and officers and
those of affiliated corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions, gives a
director or officer who successfully defends an action the right to be so
indemnified. Such indemnification is not exclusive of any other right to which
those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or otherwise. The Company's Second Amended and Restated Certificate
of Incorporation, as amended, provides for indemnification authorized by Section
145 of the Delaware General Corporation Law.

See Article VII of the Company's Second Amended and Restated Certificate of
Incorporation, as amended, and Section VI of the Second Amended and Restated
Bylaws.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Not applicable.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

The Company will maintain at its principal office physical possession of each
account, book or other document required to be maintained by Section 31(a) of
the 1940 Act.

ITEM 32. MANAGEMENT SERVICES

Not applicable

ITEM 33. UNDERTAKINGS

The Registrant hereby undertakes:

(1) to suspend the offering of shares until the Prospectus is
amended if subsequent to the effective date of this Registration Statement, its
net asset value declines more than ten percent from its net asset value as of
the effective date of this Registration Statement;

(2) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by
Section 10(a) (3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and

(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.

(3) that, for the purpose of determining any liability under
the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of Prospectus filed by the Registrant under Rule 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective;

(4) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

(5) that, for the purpose of determining any liabilities under
the Securities Act of 1933, each post effective amendment that contains a form
of Prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering thereof.

(6) to send by first class mail or other means designed to
ensure equally prompt delivery, within two business days of receipt of a written
or oral request, any Statement of Additional Information.

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

C-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington and District of Columbia, on the 9th day
of July 1999.

AMERICAN CAPITAL STRATEGIES, LTD.

By: /s/ Malon Wilkus
---------------------------------------
Malon Wilkus
President, Chief Executive Officer and
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

Signature Title Date
- --------- ----- ----

<S> <C> <C>
/s/ Malon Wilkus
- --------------------------- President, Chief Executive Officer and
Malon Wilkus Chairman of the Board of Directors July 9, 1999
(Principal Executive Officer)

/s/ David Gladstone
- --------------------------- Vice Chairman of the Board of Directors July 9, 1999
David Gladstone

/s/ Adam Blumenthal
- --------------------------- Executive Vice President
Adam Blumenthal Secretary and Director July 9, 1999

/s/ John Erickson
- --------------------------- Chief Financial Officer
John Erickson (Principal Accounting and July 9, 1999
Financial Officer)

/s/ Robert L. Allbritton
- --------------------------- Director July 9, 1999
Robert L. Allbritton

/s/ Alvin N. Puryear
- --------------------------- Director July 9, 1999
Alvin N. Puryear

/s/ Neil M. Hahl
- --------------------------- Director July 9, 1999
Neil M. Hahl

- --------------------------- Director July 9, 1999
Philip R. Harper

- --------------------------- Director July 9, 1999
Stan Lundine

/s/ Stephen P. Walko
- --------------------------- Director July 9, 1999
Stephen P. Walko
</TABLE>

C-5

NEW YORK

DENVER

LOS ANGELES

LONDON
A R N O L D & P O R T E R
555 TWELFTH STREET, N.W.
WASHINGTON, D.C. 20004-1206

(202) 942-5000
FACSIMILE: (202) 942-5999

July 9, 1999

Board of Directors
American Capital Strategies, Ltd.
3 Bethesda Metro Center, Suite 860
Bethesda, Maryland 20814

Re: Registration Statement on Form N-2
File No. 333-79377

Gentlemen:

We have acted as special counsel to American Capital Strategies, Ltd.
(the "Company") in connection with the Company's registration of up to $250
million aggregate initial offering price of its common stock, $0.01 par value
per share (the "Common Stock"), preferred stock, $0.01 par value per share (the
"Preferred Stock"), and/or debt securities (the "Debt Securities" and together
with the Common Stock and the Preferred Stock, the "Securities") on Form N-2, as
amended by Pre-Effective Amendment No. 1 thereto (as amended, the "Registration
Statement"), to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The Securities may be offered in separate
series, in amounts, at prices, and on terms to be set forth in the prospectus
and one or more supplements to the prospectus constituting a part of the
Registration Statement.

In connection with rendering the opinions set forth in this letter, we
have examined such corporate records of the Company, including the Company's
Second Amended and Restated Certificate of Incorporation, as amended, its Second
Amended and Restated By-Laws and resolutions of the Board of Directors, as well
as made such investigation of matters of fact and law and examined such other
documents as we deem necessary for rendering the opinions hereinafter expressed.

The opinions set forth herein are subject to the following
qualifications, which are in addition to any other qualifications contained
herein:

A. We have assumed without verification the genuineness of all
signatures on all documents, the authority of the parties (other than the
Company) executing such documents, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as copies.

B. The opinions set forth herein are based on existing laws,
ordinances, rules, regulations, court and administrative decisions as they
presently have been interpreted and we can give no assurances that our opinions
would not be different after any change in any of the foregoing occurring after
the date hereof.

C. We have assumed without verification that, with respect to the
minutes of any meetings of the Board of Directors or any committees thereof of
the Company that we have examined, due notice of the meetings was given or duly
waived, the minutes accurately and completely reflect all actions taken at the
meetings and a quorum was present and acting throughout the meetings.

D. We have assumed without verification the accuracy and completeness
of all corporate records made available to us by the Company.

E. We express no opinion as to the effect or application of any laws or
regulations other than the general corporate law of the State of Delaware and
the federal laws of the United States. As to the matters governed by the laws

<PAGE>

Board of Directors
American Capital Strategies, Ltd.
July 9, 1999
Page 2

specified in the foregoing sentence, we have relied exclusively on the latest
standard compilations of such statutes and laws as reproduced in commonly
accepted unofficial publications available to us.

F. As part of the corporate action taken and to be taken in connection
with the issuance of the Securities (the "Corporate Proceedings"), the Company's
Board of Directors or a committee thereof will, before they are issued,
authorize the issuance thereof, and certain terms of the Securities to be issued
by the Company from time to time will be approved by the Board of Directors or
committee thereof or certain authorized officers of the Company.

Based on the foregoing, upon the assumptions that there will be no
material changes in the documents we have examined and the matters investigated
referred to above, we are of the opinion, when issued and delivered in the
manner and on the terms described in the Registration Statement (after the same
is declared effective), that:

1. Upon the completion of all required Corporate Proceedings relating
to the issuance of Common Stock, the Common Stock will be validly
issued, fully paid and nonassessable.

2. Upon the completion of all required Corporate Proceedings relating
to the issuance of Preferred Stock, the Preferred Stock will be
validly issued, fully paid and nonassessable.

3. Upon the completion of all required Corporate Proceedings relating
to the issuance of Debt Securities, the Debt Securities will be
validly issued, duly executed and delivered.

This letter does not address any matters other than those expressly
addressed herein. This letter speaks only as of the date hereof. We undertake no
responsibility to update or supplement it after such date.

We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement, and to reference our firm under the captions "Legal
Matters" contained in the Prospectus included therein. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.

Very truly yours,

ARNOLD & PORTER

/s/ Samuel A. Flax

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
entered into as of June 7, 1999 (the "Effective Date") by and between AMERICAN
CAPITAL STRATEGIES, LTD., a Delaware corporation (the "Company"), and ADAM
BLUMENTHAL (the "Employee").

W I T N E S S E T H:

WHEREAS, Employee is the Chief Operating Officer of the Company and the
Employee entered into an Employment Agreement dated as of August 29, 1997 (the
"Old Agreement") pursuant to which the Company employed the Employee on the
terms and conditions set forth therein; and

WHEREAS, the Company and the Employee desire to amend and restate the
Old Agreement in its entirety, on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, and for other
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE 1
Definitions and Interpretations
1.1. Definitions

For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the following terms shall have the
following respective meanings:

"Adjusted Base Salary" shall have the meaning specified in Section 3.1.

"Annual Bonus Plan" shall have the meaning specified in Section 3.2.

"Base Salary" shall have the meaning specified in Section 3.1.

"Board of Directors" shall mean the Board of Directors of the Company.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Compensation Committee" shall mean the Compensation Committee of the
Board of Directors or such other entity as may be designated for a particular
function by the Board of Directors.

"Confidential Information" shall have the meaning specified in Section
5.1(a).

<PAGE>

"Continuation Period" shall have the meaning specified in Section
4.4(a).

"Disability" shall mean a physical or mental condition of Employee
that, in the good faith judgment of not less than a majority of the entire
membership of the Board of Directors, prevents Employee from being able to
perform the services required under this Agreement and which results in the
Employee becoming eligible for long-term disability benefits (if such benefits
are provided by the Company). If any dispute arises as to whether a Disability
has occurred, or whether a Disability has ceased and the Employee is able to
resume duties, then such dispute shall be referred to a licensed physician
appointed by the president of the Medical Society or similar organization in
Washington, D.C., at the request of either party. The Employee shall submit to
such examinations and provide information as such physician may request and the
determination of such physician as to the Employee's physical or mental
condition shall be binding and conclusive on the parties. The Company shall pay
the cost of any such physician and examination.

"Dispute" shall have the meaning specified in Article VI.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

"Executive Officers" shall refer to the President, the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, all Executive Vice Presidents
and all other officers designated as Executive Officers by the Board of
Directors.

"Expiration Date" shall have the meaning specified in Section 2.2.

"Good Reason" shall mean any of the following:

(1) without Employee's express written consent, a material adverse
alteration in the nature or status of Employee's position,
functions, duties or responsibilities with the Company;

(2) a material breach by the Company of any material provision of
this Agreement which, if capable of being remedied, remains
unremedied for more than 15 days after written notice thereof
is given by Employee to the Company;

(3) any purported termination by the Company of Employee's
employment not in accordance with the provisions of this
Agreement;

(4) the failure of the Company to obtain any assumption agreement
required by Section 7.5(a);

-2-
<PAGE>

(5) the amendment, modification or repeal of any provision of the
Company's Certificate of Incorporation or by-laws, if such
amendment, modification or repeal would materially adversely
affect Employee's rights to indemnification by the Company; or

(6) change of control of the Company that would result in the
control of 25% or more of the Company's voting shares by one
Person or a group of Persons acting in concert other than such
entities as may own voting securities as of August 28, 1997.

"IPO" shall mean the initial underwritten public offering of the
securities of the Company, which became effective on August 29, 1997.

"ISO Plan" shall have the meaning specified in Section 3.3.

"Misconduct" shall mean one or more of the following:

(i) the willful and continued failure by Employee to perform
substantially his duties described in Section 2.3 (other than any such failure
resulting from Employee's incapacity due to physical or mental illness) after
two (2) written notices of such failure have been given to Employee by the
Company and Employee has had a reasonable period (not to exceed 15 days from the
second notice) to correct such failure;

(ii) the commission by Employee of acts that are dishonest and
demonstrably injurious to the Company (monetarily or otherwise) in any material
respect; or

(iii) a material breach or violation by Employee of (a) any
material provision of this Agreement or (b) any material Company employment
policy, including its Stock Trading Policies and Procedures which the Company
will publish from time to time, which, if capable of being remedied, remains
unremedied for more than 15 days after written notice thereof is given to
Employee by the Company.

For purposes of this definition, no act or failure to act on Employee's
part shall be considered "Misconduct" if done or omitted to be done by Employee
in good faith and in the reasonable belief that such act or failure to act was
in the best interest of the Company or in furtherance of Employee's duties and
responsibilities described in Section 2.3.

"Notice of Discontinuance" shall have the meaning specified in Section
2.2.

"Notice of Employment Continuation" shall mean a notice delivered in
accordance with Section 4.11.

-3-
<PAGE>

or more than 60 days after the date such notice is given. If such termination is
by Employee for Good Reason or by the Company for Disability or Misconduct, such
notice shall set forth in reasonable detail the reason for such termination and
the facts and circumstances claimed to provide a basis therefor. Any notice
purporting to terminate Employee's employment which is not in compliance with
the requirements of this definition shall be ineffective.

"Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust and an unincorporated organization.

"Target Bonus" shall have the meaning specified in Section 3.2.

"Term" shall have the meaning specified in Section 2.2.

"Termination Date" shall mean the termination date specified in a
Notice of Termination delivered in accordance with this Agreement.

1.2. Interpretations

(a) In this Agreement, unless a clear contrary intention appears, (i)
the words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or
other subdivision, (ii) reference to any Article or Section, means such Article
or Section hereof, (iii) the words "including" (and with correlative meaning
"include") means including, without limiting the generality of any description
preceding such term, and (iv) where any provision of this Agreement refers to
action to be taken by either party, or which such party is prohibited from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such party.

(b) The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.

ARTICLE 2
Employment: Term, Positions and Duties, Etc.

2.1. Employment

The Company agrees to employ Employee and Employee agrees to accept
employment with the Company, in each case on the terms and conditions set forth
in this Agreement.

2.2. Term of Employment

Unless sooner terminated pursuant to Article IV, the term of Employee's
employment under this Agreement (the "Term") shall commence on the Effective
Date and shall continue until the fifth anniversary of the Effective Date (the
"Expiration Date"); provided, however, that on the third anniversary of the

-4-
<PAGE>

Effective Date, and on each anniversary thereafter (each such anniversary being
an "Extension Anniversary"), the Expiration Date shall be automatically extended
one additional year unless, at least six months prior to an Extension
Anniversary, (i) either party shall give written notice to the other (a "Notice
of Discontinuance") that no such automatic extension shall occur on the next
succeeding Extension Anniversary and each Extension Anniversary thereafter, or
(ii) either party shall give a Notice of Termination to the other party pursuant
to Section 4.1 or 4.2, as the case may be. No Notice of Discontinuance given by
the Company shall be effective unless given pursuant to instructions set forth
in a resolution duly adopted by the affirmative vote of a least a majority of
the entire membership of the Board of Directors.

2.3. Positions and Duties

(a) While employed hereunder, Employee shall serve as an Executive Vice
President of the Company, and shall have and may exercise all of the powers,
functions, duties and responsibilities normally attributable to such office,
including (without limitation) such duties and responsibilities as are set forth
with respect to such office in the Company's Certificate of Incorporation and
By-laws (as from time to time in effect). Employee shall have such additional
duties and responsibilities commensurate with such offices as from time to time
may be reasonably assigned to him by the Board of Directors. While employed
hereunder, Employee shall (i) report directly to the President of the Company
and (ii) observe and comply with all lawful policies, directions and
instructions of the President which are consistent with the foregoing provisions
of this paragraph (a).

(b) The Company agrees to use its reasonable best efforts to cause
Employee to be elected or appointed, or re-elected or re-appointed, as a member
of the Board of Directors and a member of its Executive Committee (if such a
committee exists), at all times during the Term.

(c) While employed hereunder, Employee shall (i) devote substantially
all of his business time, attention, skill and efforts to the faithful and
efficient performance of his duties hereunder and (ii) not accept employment
with any Person other than with the Company. Notwithstanding the foregoing,
Employee may engage in the following activities so long as they do not interfere
in any material respect with the performance of Employee's duties and
responsibilities hereunder: (i) serve on corporate, civic, religious,
educational or charitable boards or committees and (ii) manage his personal
investments.

(d) While employed hereunder, Employee shall conduct himself in such a
manner as not to knowingly prejudice, in any material respect, the reputation of
the Company in the fields of business in which it is engaged or with the
investment community or the public at large.

-5-
<PAGE>

2.4. Place of Employment

Employee's place of employment hereunder shall be at the Company's
offices in the greater New York, New York area or such other area that is
mutually agreeable to both parties.

ARTICLE 3
Compensation and Benefits

3.1. Base Salary

(a) For services rendered by Employee under this Agreement, the Company
shall pay to Employee an annual base salary ("Base Salary") of $135,000. The
Board of Directors shall review the Base Salary at least annually and, subject
to paragraph (b) below, may adjust the amount of the Base Salary at any time as
the Board of Directors may deem appropriate in their sole discretion.

(b) The amount of the Base Salary may not be decreased without the
prior written approval of the Employee except that if the Board of Directors
increases the Base Salary as provided in the last sentence of paragraph (a)
above, the Board of Directors may thereafter decrease the Base Salary by an
amount not to exceed the amount of such increase, but only if a proportionally
similar decrease is made to the base compensation of all other Executive
Officers of the Company; provided, however, that in no event may the Base Salary
be decreased below $135,000, without the prior written consent of Employee.

(c) For so long as Employee is based at the Company's New York, New
York office, Employee shall be entitled to a location adjustment equal to 25% of
the Base Salary (the Base Salary as so adjusted being the "Adjusted Base
Salary").

(d) The Adjusted Base Salary shall be payable in accordance with the
Company's payroll practice for Executive Officers as earned.

3.2. Annual Bonus Plan

-6-
<PAGE>

earn a target bonus (the "Target Bonus") each year equal to 200% of Employee's
Adjusted Base Salary for such year based on criteria established by the
Compensation Committee, and the performance of the Company against such
criteria. The establishment of such criteria and of the necessary performance
targets for partial or full earning of the Target Bonus shall be at the sole
reasonable discretion of the Compensation Committee; provided, however, that
Employee shall be entitled to a Target Bonus each year equal to at least five
percent (5%) of the maximum Target Bonus. During the calendar year 1997 and the
year in which the Expiration Date occurs, the Target Bonus which would be
payable shall be prorated and paid based on the number of days in such year
actually occurring during the Term.

3.3. Long-term Incentive Compensation

The Company has established the 1997 Stock Option Plan (as amended from
time to time the, "ISO Plan"), which provides key employees of the Company with
ownership interests in the Company (the "ISO Plan"). Under the ISO Plan,
Employee shall be granted options to purchase 287,788 shares of common stock,
such amount to be reduced by 32,760 shares if the over-allotment option under
the Company's underwriting agreement is not exercised. One-third of such options
will vest and become exercisable on each of the first three anniversaries of the
effectiveness of the IPO; provided, however, that Employee may accelerate the
vesting of any such options by agreeing to exercise such options immediately and
that for a period through the date on which such options would have vested, not
to sell, assign or convey any stock so purchased (other than by laws of descent
or distribution) and to grant the Company a call option to repurchase such stock
at the option exercise price if the options would have been forfeited prior to
their original vesting date as a result of the Employee's subsequent termination
of employment with the Company. To the extent permissible, such options shall be
characterized as Incentive Stock Options as defined in Section 422 of the Code.
In addition, as of even date herewith, the Company and the Employee have entered
into an Option Exercise Agreement (the "Option Exercise Agreement") and a Split
Dollar Agreement (the "Split Dollar Agreement") pursuant to which the Employee
exercised such options, the company lent certain amounts to the Employee to be
used in connection with such exercise and a split dollar variable life insurance
policy program was proposed to be established to provide collateral for such
loans and to provide further benefits to the Employee. The employee shall
participate in all other long-term compensation incentive plans of the Company
in accordance with their terms.

3.4. Vacation

While employed hereunder, Employee shall be entitled to vacation
benefits in accordance with the vacation policy adopted by the Company from time
to time for senior executives in general, but in no event shall Employee's
annual vacation be less than 30 business days or such greater number of vacation
days as the Board of Directors may approve from time to time in its sole
discretion. Employee shall not be entitled to accumulate and carryover unused
vacation time from year to year, except to the extent permitted in accordance
with the Company's vacation policy for senior executives in general, but
Employee shall be entitled to compensation for unused accrued vacation time at
the end of each year.

3.5. Business Expenses

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Requests for reimbursement for such expenses must be accompanied by appropriate
documentation. Examples of reimbursable expenses include parking, mileage
charges, air fares and hotel accommodations while traveling on Company business.

3.6. Other Benefits

Employee shall be entitled to receive all employee benefits, fringe
benefits and other perquisites that may be offered by the Company to its
Executive Officers as a group, including, without limitation, (i) participation
by Employee and, where applicable, Employee's dependents, in the various
employee benefit plans or programs (including, without limitation, pension
plans, profit sharing plans, stock plans, health plans, life insurance, parking
and disability insurance) generally provided to Executive Officers of the
Company, subject to meeting the eligibility requirements with respect to each of
such benefit plans or programs, (ii) club memberships, (iii) automobile
allowances, and (iv) financial planning allowances. However, nothing in this
Section 3.6 shall be deemed to prohibit the Company from making any changes in
any of the plans, programs or benefits described herein, provided such changes
apply to all similarly situated Executive Officers.

3.7. Indemnification

The Company agrees to defend, indemnify and hold harmless the Employee
from and against any liability and expenses arising by reason of Employee's
acting as a director or officer of the Company or any Company subsidiary or
affiliate, or any portfolio company of the Company, in accordance with and to
the fullest extent permitted by law. The Company shall maintain Directors and
Officers liability insurance for the Employee in such amounts of coverage as are
reasonably available to the Company and to the extent such is attainable at
reasonable cost and are permitted by law.

ARTICLE 4
Termination of Employment

4.1. Termination by Employee

Employee may, at any time prior to the Expiration Date, terminate his
employment hereunder for any reason by delivering a Notice of Termination to the
Chairman of the Board of Directors.

4.2. Termination by the Company

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least a majority of the entire membership of the Board of Directors, a
resolution authorizing such termination. Should the board adopt such a
resolution, the Employee may resign in lieu of being terminated, but such
resignation shall otherwise be treated as a termination by the Company for
purposes of this Article IV.

4.3. Payment of Accrued Base Salary Vacation Pay, etc.

(a) Promptly upon the termination of Employee's employment for any
reason (including death), the Company shall pay to Employee (or his estate) a
lump sum amount for (i) any unpaid Adjusted Base Salary earned hereunder prior
to the Termination Date, (ii) all unused vacation time accrued by Employee as of
the Termination Date in accordance with Section 3.4, (iii) all unpaid benefits
earned or vested, as the case may be, by Employee as of the Termination Date
under any and all incentive or deferred compensation plans or programs of the
Company and (iv) any amounts in respect of which Employee has requested, and is
entitled to, reimbursement in accordance with Section 3.5.

(b) A termination of Employee's employment in accordance with this
Agreement shall not alter or impair any of Employee's accrued rights or benefits
as of the Termination Date under any employee benefit plan or program maintained
by the Company, in each case except as provided therein or in any written
agreement entered into between the Company and Employee pursuant thereto.

4.4. Additional Rights in Connection With Disability

In the event that the Company terminates an Employee by delivering a
Notice of Termination to Employee stating that such Termination is by reason of
a Disability, the Employee shall be entitled to the benefits and payments set
forth in this Section 4.4 in addition to such other applicable rights as may be
provided elsewhere in this Agreement:

(a) Base Salary and Target Bonus. The Company shall continue to pay to
Employee the Adjusted Base Salary in effect as of the date on which the Notice
of Termination was delivered for two (2) years following the Termination Date
(but in no event less than 365 days) (such period being the "Continuation
Period") which amount shall be reduced by any amount payable to Employee under
any disability plan maintained by the Company for the benefit of Employee. In
addition, the Employee shall be entitled to continue to participate in the
Annual Bonus Plan for two (2) years following the Termination Date with the
second anniversary of the Termination Date being the Expiration Date for
purposes of Section 3.2.

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such plans and programs as Employee would have been entitled to receive had he
remained an Executive Officer of the Company. In no event shall Employee's
continuation period for purposes of Part 6 of Title I of the Employee Retirement
Income Security Act of 1974, as amended ("COBRA"), begin prior to the end of
Employee's coverage under the Company's group health plan as provided in this
paragraph (b).

(c) Options. To the extent not already vested, all options of the
Employee under the ISO Plan (or similar plan) which have not vested as of
Employee's Termination Date and which would vest within one year of Employee's
Termination Date shall vest and shall become immediately exercisable. The
Company shall issue to the Employee within 30 days of the Termination Date an
amount of new options as separate securities in exchange for and in an amount
equal to the Employee's vested ISO Plan options. Such new options shall have the
same exercise price and other terms as the ISO Plan options including a
requirement that these options be registered under applicable securities laws if
the ISO Plan options are registered. All loans to the Employee in connection
with the prior exercise of any options under the ISO Plan (or similar plan)
shall be due and payable within 60 days of employment termination.

Should the Employee's Disability end during the pendency of the Term,
the Company may discontinue the payments contemplated by this Section 4.4 if it
offers to reemploy Employee under the terms of this Agreement, but no such offer
shall affect the terms of Section 4.4(c) above.

4.5. Additional Rights in Connection With Terminations by Employee for
Good Reason or by the Company for Other than Misconduct or Disability

In the event that Employee terminates his employment pursuant to
Section 4.1 for Good Reason or if the Company terminates Employee's employment
with the Company pursuant to Section 4.2 for other than Misconduct or a
Disability, the Employee shall be entitled to the payments and benefits set
forth in this Section 4.5 in addition to such other applicable rights as may be
provided elsewhere in this Agreement:

(a) Base Salary and Target Bonus. The Company shall continue to pay to
Employee the Adjusted Base Salary in effect as of the date on which the Notice
of Termination for the Continuation Period. In addition, the Employee shall be
entitled to continue to participate in the Annual Bonus Plan for two (2) years
following the Termination Date with the second anniversary of the Termination
Date being the Expiration Date for purposes of Section 3.2. The amount payable
to Employee under this paragraph (a) is in lieu of, and not in addition to, any
severance payment due to or become due to Employee under any separate agreement
or contract between Employee and the Company or pursuant to any severance
payment plan, program or policy of the Company.

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such plans and programs as Employee would have been entitled to receive had he
remained an Executive Officer of the Company; provided, however, in the event
Employee becomes covered during the Continuation Period by another employer's
group plan or programs which provide benefits to Employee and his dependents
comparable to those being provided to Employee under this paragraph (b)
(provided with respect to any such group health plan, such plan does not contain
any exclusion or limitation with respect to any pre-existing conditions), then
the Company's similar plans and programs shall no longer be liable for any
benefits under this paragraph (b). In no event shall Employee's COBRA
continuation period begin prior to the end of Employee's coverage under the
Company's group health plan as provided in this paragraph (b).

(c) Options. All options of the Employee under the ISO Plan (or similar
plan) that have not vested as of Employee's Termination Date and which would
vest within one year of Employee's Termination Date shall vest and shall become
immediately exercisable. The Company shall issue to the Employee within 30 days
of the Termination Date an amount of new options as separate securities in
exchange for and in an amount equal to the Employee's vested ISO Plan options.
Such new options shall have the same exercise price and other terms as the ISO
Plan options including a requirement that these options be registered under
applicable securities laws if the ISO Plan options are registered. All loans to
the Employee in connection with the prior exercise of any options under the ISO
Plan (or similar plan) shall be due and payable within 60 days of employment
termination.

(d) Release. Notwithstanding anything in this Section 4.5 to the
contrary, as a condition to the receipt of any benefit under this Section 4.5,
Employee must first execute and deliver to the Company a mutual release as set
out in exhibit 4.5(d) hereto (which the Company shall be obligated to execute
upon Employee's delivery thereof), releasing the Company, its officers, Board of
Directors, employees and agents from any and all claims and from any and all
causes of action of any kind or character that Employee may have arising out of
Employee's employment with the Company or the termination of such employment,
but excluding any claims and causes of action that Employee may have arising
under or based upon this Agreement.

4.6. Additional Rights in the Event of Death

In the event that the Employee's employment is terminated as a result
of his death, the Employee's estate and/or his beneficiaries shall be entitled
to the payments and benefits set forth in this Section 4.6 in addition to such
other applicable rights as may be set forth elsewhere in this Agreement:

(a) Target Bonus. The Employee's estate shall be entitled to receive
the Target Bonus that the deceased employee would have been entitled to have
received in the year in which the death occurred.

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(b) Insurance Benefits, etc. The Company shall pay the cost for
dependents of the Employee for insurance coverage that they are entitled to
obtain from the Company following the Employee's death pursuant to COBRA but not
less than 18 months.

(c) Options. All options of the Employee under the ISO Plan (or similar
plan) that have not vested as of Employee's death and that would vest within one
year thereof shall vest immediately upon the Employee's death and shall remain
exercisable by the Employee's estate for the shorter of 18 months following the
Employee's death and their original term. All loans to the Employee in
connection with the prior exercise of any options under the ISO Plan (or similar
plan) shall be due and payable within 60 days of employment termination.

4.7. Additional Rights in the Event of Termination by Resignation Other than
for Good Reason

In the event that the Employee terminates his employment pursuant to
Section 4.1 without Good Reason, he shall be entitled to the rights set forth in
this Section 4.7 in addition to such other applicable rights as may be set forth
elsewhere in this Agreement:

(a) Options. All options of the Employee under the ISO Plan (or similar
plan) which have not vested as of employee's Termination Date shall lapse and
shall not be exercisable. All previously vested options shall remain exercisable
for the shorter of 90 days following the Termination Date and their original
term. All loans to the Employee in connection with the prior exercise of any
options under the ISO Plan (or similar plan) shall be due the earlier of 90 days
following the Employee's death and their original term. The Company shall issue
to the Employee within 30 days of the Termination Date an amount of new options
as separate securities in exchange for and in an amount equal to the Employee's
vested ISO Plan options. Such new options shall have the same exercise price and
other terms as the ISO Plan options including a requirement that these options
be registered under applicable securities laws if the ISO Plan options are
registered. All loans to the Employee in connection with the prior exercise of
any options under the ISO Plan (or similar plan) be due and payable within 60
days of employment termination.

4.8. Rights in the Event of Termination for Employee's Misconduct

In the event that the Company terminates Employee's employment with the
Company pursuant to Section 4.2 for Employee's Misconduct, Employee shall be
entitled to the rights set forth in this Section 4.8 in addition to such other
applicable rights as may be set forth elsewhere in this Agreement:

(a) Options. All options of the Employee under the ISO Plan (or similar
plan) that have not vested as of employee's Termination Date shall lapse and
shall not be exercisable. All previously vested options shall remain exercisable
for the shorter of 60 days following the Termination Date and their original
term. All loans to the Employee in connection with the prior exercise of any
options under the ISO Plan (or similar plan) shall be due the earlier of 90 days
following the Employee's Termination Date and their original term.

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4.9. Non-exclusivity of Rights

Nothing in this Agreement shall prevent or limit Employee's continuing
or future participation in any plan, program, policy or practice provided by the
Company for which Employee may qualify, nor shall anything herein limit or
otherwise affect such rights as Employee may have under any other contract or
agreement with the Company. Amounts which are vested benefits or which Employee
is otherwise entitled to receive under any plan, policy, practice or program of
or any contract or agreement with the Company at or subsequent to the
Termination Date shall be payable in accordance with such plan, policy, practice
or program or contract or agreement except as explicitly modified by this
Agreement.

4.10. Company to Pay Benefits During Pendency of Dispute

Either party may, within ten (10) days after its receipt of a Notice of
Termination given by the other party or a Notice of Employment Continuation from
the Employee specifying that Good Reason exists, provide notice to the other
party that a dispute exists concerning the circumstances set forth in such
notice, in which event such dispute shall be resolved in accordance with Article
6. Notwithstanding the pendency of any such dispute and notwithstanding any
provision herein to the contrary, the Company will (i) continue to pay Employee
the Adjusted Base Salary in effect when the notice giving rise to the dispute
was given and (ii) continue Employee as a participant in all compensation and
benefit plans in which Employee was participating when the notice giving rise to
the dispute until the dispute is finally resolved or, with respect to a Notice
of Employee, the date of termination specified in such notice, if earlier, but,
in each case, not past the Expiration Date. If (x)(i) the Company gives a Notice
of Termination to Employee and (ii) Employee disputes the termination as
contemplated by this Section 4.10, or (y)(i) the Employee gives a Notice of
Termination for Good Reason or a Notice of Employment Continuation specifying
that Good Reason exists and (ii) the Company disputes such termination as
contemplated by this Section 4.10, and, in either case, (z) such dispute is
finally resolved in favor of the Company in accordance with Article VI, then
Employee shall be required to repay to the Company amounts paid to Employee
under this Section 4.10 (including the value of benefits received) but only if,
and to the extent, Employee is not otherwise entitled to receive such amounts
under this Agreement. The period for the delivery of a Notice of Employment
Continuation shall be extended in the event of the delivery of a notice in
accordance with the first sentence of this Section 4.10 until thirty (30) days
following the resolution of such dispute.

4.11. Employment Continuation

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thirty (30) days of the Company's delivery of a Notice of Termination in
accordance with Section 4.2 (other than in connection with a Termination for
Employee's Misconduct), to deliver a Notice of Employment Continuation. If
applicable, the Employee may specify in such Notice of Employment Continuation
that Good Reason exists. The period for delivery of a Notice of Employment
Continuation shall be subject to extension in accordance with Section 4.10. Upon
the delivery of a Notice of Employment Continuation, this Agreement shall
terminate and be of no further force or effect and Employee's employment with
the Company shall be governed instead by a Supplemental Employment Agreement in
the form of Exhibit 4.11 hereto that will be executed and delivered by the
Company and the Employee immediately upon the delivery of such Notice of
Employment Continuation.

ARTICLE 5
Confidential Information and Non-Competition

5.1. Confidential Information

(a) Employee recognizes that the services to be performed by him
hereunder are special, unique, and extraordinary and that, by reason of his
employment with the Company, he may acquire Confidential Information concerning
the operation of the Company, the use or disclosure of which would cause the
Company substantial loss and damages which could not be readily calculated and
for which no remedy at law would be adequate. Accordingly, Employee agrees that
he will not (directly or indirectly) at any time, whether during or after his
employment hereunder, (i) knowingly use for an improper personal benefit any
Confidential Information that he may learn or has learned by reason of his
employment with the Company or (ii) disclose any such Confidential Information
to any Person except (A) in the performance of his obligations to the Company
hereunder, (B) as required by applicable law, (C) in connection with the
enforcement of his rights under this Agreement, (D) in connection with any
disagreement, dispute or litigation (pending or threatened) between Employee and
the Company or (E) with the prior written consent of the Board of Directors. As
used herein, "Confidential Information" includes information with respect to the
Company's products, facilities and methods, research and development, trade
secrets and other intellectual property, systems, patents and patent
applications, procedures, manuals, confidential reports, product price lists,
customer lists, financial information, business plans, prospects or
opportunities; provided, however, that such term, shall not include any
information that (x) is or becomes generally known or available other than as a
result of a disclosure by Employee or (y) is or becomes known or available to
Employee on a non-confidential basis from a source (other than the Company)
which, to Employee's knowledge, is not prohibited from disclosing such
information to Employee by a legal, contractual, fiduciary or other obligation
to the Company.

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of the Company shall be and remain the property of the Company at all times.
Upon the request of the Company at any time, Employee shall promptly deliver to
the Company, and shall retain no copies of, any written materials, records and
documents made by Employee or coming into his possession while employed by the
Company concerning the business or affairs of the Company other than personal
materials, records and documents (including notes and correspondence) of
Employee not containing proprietary information relating to such business or
affairs. Notwithstanding the foregoing, Employee shall be permitted to retain
copies of, or have access to, all such materials, records and documents relating
to any disagreement, dispute or litigation (pending or threatened) between
Employee and the Company.

(c) The Company recognizes that the Employee maintains his contacts on
the computer system and that the list of contacts will remain the exclusive
ownership of the employee.

5.2. Non-Competition

(a) While employed hereunder and for the (i) a period of one (1) year
thereafter or (ii) the period of two (2) years after the Termination Date, if
this Agreement is terminated and the Employee is entitled to receive
compensation and benefits under either Section 4.5 or Section 4.7 (the
"Restricted Period"), Employee shall not, unless he receives the prior written
consent of the Board of Directors, own an interest in, manage, operate, join,
control, lend money or render financial or other assistance to or participate in
or be connected with, as an officer, employee, partner, stockholder, consultant
or otherwise, (A) any Person (x) which competes with the Company in investing or
consulting with small and medium sized businesses in the United States with
regard to change of control transactions in which the transaction utilizes
employee stock ownership plans, or (y) which provides or proposes to provide
services to any Person which is a client of the Company as of the Termination
Date or to which the Company has outstanding loans or in which the Company then
has investments (including warrants or options), or (B) any potential client of
the Company with which the Company has discussed a client, loan or investment
relationship within 12 months prior to, as applicable, the end of Employee's
employment or the Termination Date. Notwithstanding the foregoing, (i) in the
event Employee is entitled to receive compensation and benefits under Section
4.5, Employee may terminate this Section 5.2(a) by renouncing and releasing the
obligation of the Company to pay any future compensation or benefits under
Section 4.5, but such termination shall not apply to any other provision of this
Agreement including, without limitation, Section 5.1 and (ii) in the event that
the Employee terminates his employment pursuant to Section 4.1 without Good
Reason, this Section 5.1 shall apply for only one (1) year after the Termination
Date.

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for the protection of the interests of the Company, its officers, directors,
employees, creditors and shareholders. Employee understands that the
restrictions contained in this Section 5.2 may limit his ability to engage in a
business similar to the Company's business, but acknowledges that he will
receive sufficiently high remuneration and other benefits from the Company
hereunder to justify such restrictions.

(c) During the Restricted Period, Employee shall not, whether for his
own account or for the account of any other Person (excluding the Company),
intentionally (i) solicit, endeavor to entice or induce any employee of the
Company to terminate his employment with the Company or accept employment with
anyone else or (ii) interfere in a similar manner with the business of the
Company.

(d) In the event that any provision of this Section 5.2 relating to the
Restricted Period or the areas of restriction shall be declared by a court of
competent jurisdiction to exceed the maximum time period or areas such court
deems reasonable and enforceable, the Restricted Period or areas of restriction
deemed reasonable and enforceable by the court shall become and thereafter be
the maximum time period and/or areas.

5.3. Stock Ownership

Nothing in this Agreement shall prohibit Employee from acquiring or
holding any issue of stock or securities of any Person that has any securities
registered under Section 12 of the Exchange Act, listed on a national securities
exchange or quoted on the automated quotation system of the National Association
of Securities Dealers, Inc. so long as (i) Employee is not deemed to be an
"affiliate" of such Person as such term is used in paragraphs (c) and (d) of
Rule 145 under the Securities Act of 1933, as amended, and (ii) Employee and
members of his immediate family do not own or hold more than 3% of any voting
securities of any such Person.

5.4. Injunctive Relief

Employee acknowledges that a breach of any of the covenants contained
in this Article 5 may result in material irreparable injury to the Company for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of such a
breach, any payments remaining under the terms of this Agreement shall cease and
the Company shall be entitled to obtain a temporary restraining order or a
preliminary or permanent injunction restraining Employee from engaging in
activities prohibited by this Article 5 or such other relief as may required to
specifically enforce any of the covenants contained in this Article 5. Employee
agrees to and hereby does submit to in personam jurisdiction before each and
every such court for that purpose.

ARTICLE 6
Dispute Resolution

In the event a dispute shall arise between the parties as to whether
the provisions of this Agreement have been complied with (a "Dispute"), the
parties agree to resolve such Dispute in accordance with the following
procedure:

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(a) A meeting shall be held promptly between the Parties, attended by
(in the case of the Company) by one or more individuals with decision-making
authority regarding the Dispute, to attempt in good faith to negotiate a
resolution of the Dispute.

(b) If, within 10 days after such meeting, the parties have not
succeeded in negotiating a resolution of the Dispute, the parties agree to
submit the Dispute to mediation in accordance with the Commercial Mediation
Rules of the American Arbitration Association except that Disputes with regard
to the existence of a Disability shall be resolved in accordance with the
definition of the term "Disability" above.

(c) The parties will jointly appoint a mutually acceptable mediator,
seeking assistance in such regard from the American Arbitration Association if
they have been unable to agree upon such appointment within 10 days following
the 10-day period referred to in clause (b) above.

(d) Upon appointment of the mediator, the parties agree to participate
in good faith in the mediation and negotiations relating thereto for 15 days.

(e) If the parties are not successful in resolving the Dispute through
mediation within such 15-day period, the parties agree that the Dispute shall be
settled by arbitration in accordance with the Expedited Procedures of the
Commercial Arbitration Rules of the American Arbitration Association.

(f) The fees and expenses of the mediator/arbitrators shall be borne
solely by the non-prevailing party or, in the event there is no clear prevailing
party, as the mediator/arbitrators deem appropriate.

(g) The Company shall reimburse Employee, on a current basis, for 50%
of all reasonable legal fees and expenses, if any, incurred by Employee in
connection with any Dispute; provided, however, that in the event the resolution
of such Dispute in accordance with this Article 6 includes a finding denying, in
all material respects, Employee's claims in such Dispute, Employee shall be
required to reimburse the Company, over a period not to exceed 12 months from
the date of such resolution, for all sums advanced to Employee with respect to
such Dispute pursuant to this paragraph (g).

(h) Except as provided above, each party shall pay its own costs and
expenses (including, without limitation, attorneys' fees) relating to any
mediation/arbitration proceeding conducted under this Article 6.

(i) All mediation/arbitration conferences and hearings will be held in
the greater Washington, D.C. area.

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basis of the facts so found, express their conclusion of the question of law.
The facts so found shall be conclusive and binding on the parties, but any legal
conclusion reached by the arbitrators from such facts may be submitted by either
party to a court of law for final determination by initiation of a civil action
in the manner provided by law. Such action, to be valid, must be commenced
within 20 days after receipt of the arbitrators' decision. If no such civil
action is commenced within such 20-day period, the legal conclusion reached by
the arbitrators shall be conclusive and binding on the parties. Any such civil
action shall be submitted, heard and determined solely on the basis of the facts
found by the arbitrators. Neither of the parties shall, or shall be entitled to,
submit any additional or different facts for consideration by the court. In the
event any civil action is commenced under this paragraph (b), the party who
prevails or substantially prevails (as determined by the court) in such civil
action shall be entitled to recover from the other party all costs, expenses and
reasonable attorneys' fees incurred by the prevailing party in connection with
such action and on appeal.

(k) Except as limited by paragraph (b) above, the parties agree that
judgment upon the award rendered by the arbitrators may be entered in any court
of competent jurisdiction. In the event legal proceedings are commenced to
enforce the rights awarded in an arbitration proceeding, the party who prevails
or substantially prevails in such legal proceeding shall be entitled to recover
from the other party all costs, expenses and reasonable attorneys' fees incurred
by the prevailing party in connection with such legal proceeding and on appeal.

(l) Except as provided above, (i) no legal action may be brought by
either party with respect to any Dispute and (ii) all Disputes shall be
determined only in accordance with the procedures set forth above.

ARTICLE 7
Miscellaneous

7.1. No Mitigation or Offset

The provisions of this Agreement are not intended to, nor shall they be
construed to, require that Employee mitigate the amount of any payment provided
for in this Agreement by seeking or accepting other employment, nor shall the
amount of any payment provided for in this Agreement be reduced by any
compensation earned by Employee as the result of employment by another employer
or otherwise. Without limitation of the foregoing, the Company's obligations to
make the payments to Employee required under this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set off,
counterclaim, recoupment, defense or other claim, right or action that the
Company may have against Employee, except that the Company may deduct from any
amount required to be reimbursed to the Company by Employee under Section 4.10
or Article VI(a) the amount of any payment which the Company is then required to
make to Employee hereunder.

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7.2. Assignability

The obligations of Employee hereunder are personal and may not be
assigned or delegated by Employee or transferred in any manner whatsoever, nor
are such obligations subject to involuntary alienation, assignment or transfer.
The Company shall have the right to assign this Agreement and to delegate all
rights, duties and obligations hereunder as provided in Section 7.5.

7.3. Notices

All notices and all other communications provided for in the Agreement
shall be in writing and addressed (i) if to the Company, at its principal office
address or such other address as it may have designated by written notice to
Employee for purposes hereof, directed to the attention of the Board of
Directors with a copy to the Secretary of the Company and (ii) if to Employee,
at his residence address on the records of the Company or to such other address
as he may have designated to the Company in writing for purposes hereof. Each
such notice or other communication shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested,
postage prepaid, except that any notice of change of address shall be effective
only upon receipt.

7.4. Severability

The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

7.5. Successors: Binding Agreement

(a) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business or assets of the Company, by agreement in form and substance
reasonable acceptable to Employee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement. As used herein, the term
"Company" shall include any successor to its business and/or assets as aforesaid
which executes and delivers the Agreement provided for in this Section 7.5 or
which otherwise becomes bound by all terms and provisions of this Agreement by
operation of law.

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<PAGE>

to him hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Employee's devisee, legatee, or other designee or, if there be no such designee,
to Employee's estate.

7.6. Tax Matters

The Company shall withhold from all payments hereunder all applicable
taxes (federal, state or other) which it is required to withhold therefrom
unless Employee has otherwise paid (or made other arrangements satisfactory) to
the Company the amount of such taxes.

7.7. Amendments and Waivers

No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed
by Employee and such member of the Board of Directors as may be specifically
authorized by the Board of Directors. No waiver by either party hereto at any
time of any breach by the other party hereto of, or in compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.

7.8. Entire Agreement, Termination of Other Agreements

This Agreement is an integration of the parties' agreement and no
agreement or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement.

7.9. Governing Law

THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD
TO ITS CONFLICT OF LAWS PROVISION.

7.10. Counterparts

This Agreement may be executed in or more counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one
and the same instrument.

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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.

AMERICAN CAPITAL STRATEGIES, LTD.

By: /s/ Malon Wilkus
-----------------------------
Malon Wilkus, President

EMPLOYEE:

/s/ Adam Blumenthal
-----------------------------

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<PAGE>

EXHIBIT 4.5(d)

RELEASE AGREEMENT

THIS RELEASE AGREEMENT (the "Agreement"), is made as of the ____
day of ______, _____, by and between AMERICAN CAPITAL STRATEGIES, LTD., a
Delaware corporation with its principal place of business at 3 Bethesda Metro
Center, Suite 860, Bethesda, Maryland (the "Corporation"), and ADAM BLUMENTHAL,
an individual ("Blumenthal").

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to a certain Second Amended
and Restated Employment Agreement dated as of June 7, 1999 (the "Employment
Agreement"); and

WHEREAS, the execution and delivery of this Release Agreement as of
the date hereof is a requirement of Section 4.5(d) thereof.

NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements and covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1. Mutual Release.

(a) Blumenthal, on his own behalf and on behalf of his heirs,
representatives and assigns, hereby waives, releases, and forever and
irrevocably discharges the Corporation, and its agents, attorneys, officers,
directors, employees, successors and assigns (collectively, the "Corporation
Released Parties") from any and all obligations, debts, demands, claims and
liabilities of every kind and nature, either in law or in equity, that
Blumenthal may now have, may in the future have or may ever have had, against
the Corporation Released Parties arising in any manner from or in any manner
related, directly or indirectly, to Blumenthal's service or employment as a
director, officer and/or an employee of the Corporation including, without
limitation, the circumstances relating to the termination thereof; excepting
only the continuing obligations of the Corporation resulting from the provisions
of the Employment Agreement, and the Option Exercise Agreement and the Split
Dollar Agreement, each entered into by and among the parties hereto bearing the
date of _________ (collectively, the "Surviving Agreements").

(b) The Corporation, on its own behalf and on behalf of its
successors and assigns, hereby waives, releases, and forever and irrevocably
discharges Blumenthal, and his agents, attorneys, heirs, representatives and
assigns (collectively, the "Blumenthal Released Parties") from any and all
obligations, debts, demands, claims and liabilities of every kind and nature,
either in law or in equity, that the Corporation may now have, may in the future

<PAGE>

have or may ever have had against the Blumenthal Released Parties arising in any
manner from or in any manner related to, directly or indirectly, Blumenthal's
service or employment as a director, officer and/or an employee of the
Corporation including, without limitation, the circumstances relating to the
termination thereof; excepting only the continuing obligations of Blumenthal
resulting from the provisions of the Surviving Agreements.

2. Miscellaneous. This Agreement constitutes the entire agreement
between the parties hereto with regard to the subject matter hereof and
supersedes all prior negotiations, representations and agreements, either
written or oral, between them except for the Surviving Agreements. There are no
conditions, agreements, or representations between the parties except those
expressed herein. This Agreement may be altered, modified, amended, or repealed
only by a duly executed written instrument signed by the parties hereto. This
Agreement shall be governed by the law of the State of Maryland, without giving
effect to the conflicts of laws provisions thereof. Each party binds himself or
itself and his or its heirs, successors, legal representatives and assigns in
respect to all covenants and agreements contained herein. Except as specifically
contemplated herein, nothing herein shall be construed as giving any right or
benefit hereunder to anyone other than the parties hereto.

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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first hereinabove written.

BLUMENTHAL:
WITNESS:

(Seal)
- ----------------------- ------------------------------
Adam Blumenthal

AMERICAN CAPITAL STRATEGIES, LTD.,
A Delaware Corporation

By: (Seal)
------------------------------
Name:
------------------------------
Title
------------------------------

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<PAGE>
EXHIBIT 4.11

SUPPLEMENTAL EMPLOYMENT AGREEMENT

THIS SUPPLEMENTAL EMPLOYMENT AGREEMENT (this "Agreement") is entered
into as of ____________ (the "Effective Date") by and between AMERICAN CAPITAL
STRATEGIES, LTD., a Delaware corporation (the "Company"), and ADAM BLUMENTHAL
(the "Employee").

W I T N E S S E T H:

WHEREAS, the Company and the Employee are parties to an Amended and
Restated Employment Agreement dated as of June 7, 1999 (the "Old Agreement")
pursuant to which the Company employed the Employee on the terms and conditions
set forth therein; and

WHEREAS, the Employee delivered a Notice of Employment Continuation
pursuant to the Old Agreement and pursuant thereto the Old Agreement was
terminated and this Agreement became effective and the parties desire to amend
and restate the Old Agreement in its entirety, on the terms and conditions
herein set forth; and

WHEREAS, the parties hereto are also parties to an Option Exercise
Agreement dated as of June 7, 1999 (the "Option Exercise Agreement"), and a
Split Dollar Agreement dated as of _______, 1999 (the "Split Dollar Agreement").

ARTICLE 8
Definitions and Interpretations
8.1. Definitions

For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the following terms shall have the
following respective meanings:

"Base Salary" shall have the meaning specified in Section 3.1.

"Board of Directors" shall mean the Board of Directors of the Company.

"Compensation Committee" shall mean the Compensation Committee of the
Board of Directors or such other entity as may be designated for a particular
function by the Board of Directors.

<PAGE>

"Confidential Information" shall have the meaning specified in Section
5.1(a).

"Continuation Period" shall have the meaning specified in Section
4.4(a).

"Dispute" shall have the meaning specified in Article 6.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

"Expiration Date" shall have the meaning specified in Section 2.2.

"ISO Plan" shall have the meaning specified in Section 3.3.

"Misconduct" shall mean the commission by Employee of acts that are
dishonest and demonstrably injurious to the Company (monetarily or otherwise) in
any material respect. For purposes of this definition, no act or failure to act
on Employee's part shall be considered "Misconduct" if done or omitted to be
done by Employee in good faith and in the reasonable belief that such act or
failure to act was in the best interest of the Company or in furtherance of
Employee's duties and responsibilities described in Section 2.3.

"Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust and an unincorporated organization.

"Term" shall have the meaning specified in Section 2.2.

"Termination Date" shall mean the termination date specified in a
Notice of Termination delivered in accordance with this Agreement.

8.2. Interpretations

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<PAGE>

"include") means including, without limiting the generality of any description
preceding such term, and (iv) where any provision of this Agreement refers to
action to be taken by either party, or which such party is prohibited from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such party.

(b) The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.

ARTICLE 9
Employment: Term, Positions and Duties, Etc.

9.1. Employment

The Company agrees to employ Employee and Employee agrees to accept
employment with the Company, in each case on the terms and conditions set forth
in this Agreement.

9.2. Term of Employment

Unless sooner terminated pursuant to Article 4, the term of Employee's
employment under this Agreement (the "Term") shall commence on the Effective
Date and continue until the later to occur of (i) repayment in full of all
Payment Notes (as defined in and issued pursuant to the Option Exercise
Agreement), (ii) such date as the Employer's Interest in the Policy (as such
terms are defined in the Split Dollar Agreement) is zero and (iii) the
expiration of the Continuation Period.

9.3. Positions and Duties

(a) While employed hereunder, Employee shall serve as an Assistant
Secretary of the Company. The Employee's duties as Assistant Secretary shall be
limited to providing consulting services to the Company with regard to matters
previously attended to by the Employee as an employee of the Corporation.
Nothing herein shall obligate the Employee to spend more than 10 hours per year
on Company business. While employed hereunder, Employee shall report to the
Board of Directors or such person as is designated by the Board of Directors.

(b) The Company agrees to use its reasonable best efforts to cause
Employee to be elected or appointed as an Assistant Secretary of the Company.

(c) While employed hereunder, Employee shall be entitled to undertake
other employment not otherwise in violation of the terms of this Agreement.

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<PAGE>

ARTICLE 10
Compensation and Benefits

10.1. Base Salary

For services rendered by Employee under this Agreement, the Company
shall pay to Employee an annual base salary ("Base Salary") of $200.

10.2. Other Benefits

Employee shall not be entitled to receive any employee benefits, fringe
benefits and other perquisites that may be offered by the Company to its
officers or employees except as specifically provided herein except that
Employee shall be entitled to continue participation in the benefits provided
under the Split Dollar Agreement and Option Exercise Agreement.

10.3. Indemnification

The Company agrees to defend, indemnify and hold harmless the Employee
from and against any liability and expenses arising by reason of Employee's
acting as an officer of the Company, in accordance with and to the fullest
extent permitted by law. The Company shall maintain directors and officers
liability insurance for the Employee in such amounts of coverage as are
reasonably available to the Company and to the extent such is attainable at
reasonable cost and are permitted by law.

10.4. Payment of Accrued Base Salary Vacation Pay, etc.

The Company shall pay to Employee a lump sum amount for (i) any unpaid
Adjusted Base Salary earned under the Old Agreement prior to the Effective Date,
(ii) all unused vacation time accrued by Employee as of the Effective Date in
accordance with Section 3.4 of the Old Agreement, (iii) all unpaid benefits
earned or vested, as the case may be, by Employee as of the Effective Date under
any and all incentive or deferred compensation plans or programs of the Company
and (iv) any amounts in respect of which Employee has requested, and is entitled
to, reimbursement in accordance with Section 3.5 of the Old Agreement as of the
Effective Date.

10.5. Additional Rights in Connection With Disability

In the event that prior to the delivery by the Employee of his Notice
of Employment Continuation, the Company had delivered a Notice of Termination to
Employee stating that such Termination was for reason of a Disability, the
Employee shall be entitled to the benefits and payments set forth in this
Section 3.4:

(a) Base Salary and Target Bonus. The Company shall continue to pay to
Employee the Adjusted Base Salary under the Old Agreement in effect as of the
date on which the Notice of Termination was delivered for two (2) years
following the Effective Date (but in no event less than 365 days) (such period
being the "Continuation Period") which amount shall be reduced by any amount
payable to Employee under any disability plan maintained by the Company for the
benefit of Employee. In addition, the Employee shall be entitled to continue to
participate in the Annual Bonus Plan for two (2) years following the Effective
Date with the second anniversary of the Effective Date being the Expiration Date
for purposes of Section 3.2 of the Old Agreement.

-4-
<PAGE>

(c) End of Disability. Should the Employee's Disability (as defined in
the Old Agreement) end during the pendency of the payments and benefits
contemplated under this Section 3.4, the Company may discontinue such payments
and benefits if it offers to reemploy Employee under the terms of the Old
Agreement.

(d) Options. To the extent not already vested, all options of the
Employee under the ISO Plan as defined in the Old Agreement that have not vested
as of Effective Date and that would vest within one year of the Effective Date
shall vest and shall become immediately exercisable.

10.6. Additional Rights in Connection With Terminations by Employee for
Good Reason or by the Company for Other than Misconduct or Disability

In the event that Employee delivered a statement with his Notice of
Employment Continuation that Good Reason (as defined in the Old Agreement)
exists or if the Company delivered a Notice of Termination pursuant to Section
4.2 of the Old Agreement and did not specify that Misconduct or a Disability
exists, the Employee shall also be entitled to the payments and benefits set
forth in this Section 3.5.

(a) Base Salary and Target Bonus. The Company shall continue to pay to
Employee the Adjusted Base Salary under the Old Agreement in effect as of the
Effective Date for the Continuation Period. In addition, the Employee shall be
entitled to continue to participate in the Annual Bonus Plan for two (2) years
following the Effective Date with the second anniversary of the Effective Date
being the Expiration Date for purposes of Section 3.2 of the Old Agreement. The
amount payable to Employee under this paragraph (a) is in lieu of, and not in
addition to, any severance payment due to or become due to Employee under any
separate agreement or contract between Employee and the Company or pursuant to
any severance payment plan, program or policy of the Company.

(b) Insurance Benefits, etc. The Company shall at all times during the
Continuation Period, without charge to Employee or Employee's dependents, cause

-5-
<PAGE>

Employee and Employee's eligible dependents to be covered by and to participate
in, to the fullest extent allowable under the terms thereof, all life,
accidental death and dismemberment and health insurance plans and programs that
may be offered to the senior officers of the Company so that Employee will
receive, at all times during the Continuation Period, the same benefits under
such plans and programs as Employee would have been entitled to receive had he
remained an Executive Officer of the Company; provided, however, in the event
Employee becomes covered during the Continuation Period by another employer's
group plan or programs which provide benefits to Employee and his dependents
comparable to those being provided to Employee under this paragraph (b)
(provided with respect to any such group health plan, such plan does not contain
any exclusion or limitation with respect to any pre-existing conditions), then
the Company's similar plans and programs shall no longer be liable for any
benefits under this paragraph (b). In no event shall Employee's COBRA
continuation period begin prior to the end of Employee's coverage under the
Company's group health plan as provided in this paragraph (b).

(c) Options. All options of the Employee under the ISO Plan (or similar
plan) that have not vested as of the Effective Date shall vest and become
immediately exercisable. The Company shall issue to the Employee within 30 days
of the Effective Date an amount of new options as separate securities in
exchange for and in an amount equal to the Employee's vested ISO Plan options.
Such new options shall have the same exercise price and other terms as the ISO
Plan options including a requirement that these options be registered under
applicable securities laws if the ISO Plan options are registered.

(d) Release. Notwithstanding anything in this Section 3.5 to the
contrary, as a condition to the receipt of any benefit under this Section 3.5,
Employee must first execute and deliver to the Company a mutual release as set
out in Exhibit 3.5(d) hereto (which the Company shall be obligated to execute
upon Employee's delivery thereof), releasing the Company, its officers, Board of
Directors, employees and agents from any and all claims and from any and all
causes of action of any kind or character that Employee may have arising out of
Employee's employment with the Company on or prior to the Effective Date, but
excluding any claims and causes of action that Employee may have arising under
or based upon this Agreement.

ARTICLE 11
Termination

11.1. Termination of Employee

Employee may, at any time prior to the Expiration Date, terminate his
employment hereunder for any reason by delivering a Notice of Termination to the
Chairman of the Board of Directors.

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<PAGE>

11.2. Termination of the Company

11.3. Company to Pay Benefits During Pendency of Dispute

The Employee, within ten (10) days after its receipt of a Notice of
Termination given by the Company, provide notice to the Company that a dispute
exists concerning the occurrence of Misconduct, in which event such dispute
shall be resolved in accordance with Article 6. Notwithstanding the pendency of
any such dispute and notwithstanding any provision herein to the contrary, the
Company will (i) continue to pay Employee all salary in effect when the notice
giving rise to the dispute was given and (ii) continue Employee as a participant
in all compensation and benefit plans in which Employee was participating when
the notice giving rise to the dispute until the dispute is finally resolved. If
such dispute is finally resolved in favor of the Company in accordance with
Article 6, the Employee shall be required to repay to the Company amounts paid
to Employee under this Section 4.3 (including the value of benefits received).

11.4. Non-exclusivity of Rights

Nothing in this Agreement shall prevent or limit Employee's continuing
or future participation in any plan, program, policy or practice provided by the
Company for which Employee may qualify, nor shall anything herein limit or
otherwise affect such rights as Employee may have under any other contract or
agreement with the Company. Amounts that are vested benefits or that Employee is
otherwise entitled to receive under any plan, policy, practice or program of or
any contract or agreement with the Company at or subsequent to the Effective
Date shall be payable in accordance with such plan, policy, practice or program
or contract or agreement except as explicitly modified by this Agreement.

ARTICLE 12
Confidential Information and Non-Competition

12.1. Confidential Information

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<PAGE>

disagreement, dispute or litigation (pending or threatened) between Employee and
the Company or (E) with the prior written consent of the Board of Directors. As
used herein, "Confidential Information" includes information with respect to the
Company's products, facilities and methods, research and development, trade
secrets and other intellectual property, systems, patents and patent
applications, procedures, manuals, confidential reports, product price lists,
customer lists, financial information, business plans, prospects or
opportunities; provided, however, that such term, shall not include any
information that (x) is or becomes generally known or available other than as a
result of a disclosure by Employee or (y) is or becomes known or available to
Employee on a non-confidential basis from a source (other than the Company)
which, to Employee's knowledge, is not prohibited from disclosing such
information to Employee by a legal, contractual, fiduciary or other obligation
to the Company.

(b) Employee confirms that all Confidential Information is the
exclusive property of the Company. All business records, papers and documents
kept or made by Employee while employed by the Company relating to the business
of the Company shall be and remain the property of the Company at all times.
Upon the request of the Company at any time, Employee shall promptly deliver to
the Company, and shall retain no copies of, any written materials, records and
documents made by Employee or coming into his possession while employed by the
Company concerning the business or affairs of the Company other than personal
materials, records and documents (including notes and correspondence) of
Employee not containing proprietary information relating to such business or
affairs. Notwithstanding the foregoing, Employee shall be permitted to retain
copies of, or have access to, all such materials, records and documents relating
to any disagreement, dispute or litigation (pending or threatened) between
Employee and the Company.

(c) The Company recognizes that the Employee maintains his contacts on
the computer system and that the list of contacts will remain the exclusive
ownership of the employee.

12.2. Non-Competition

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<PAGE>

proposes to provide services to any Person which is a client of the Company as
of the Termination Date or to which the Company has outstanding loans or in
which the Company then has investments (including warrants or options), or (B)
any potential client of the Company with which the Company has discussed a
client, loan or investment relationship within 12 months prior to or the
Effective Date. The Employee may only elect to be subject to this Section 5.2 by
providing written notice of such election to the Company before the Effective
Date or within thirty (30) days thereafter and such effectiveness may be renewed
for successive additional one (1) year periods by providing written notice to
the Company not less than twenty (20) days before the expiration of the
Restricted Period then effect.

(b) Employee has carefully read and considered the provisions of this
Section 5.2 and, having done so, agrees that the restrictions set forth in this
Section 5.2 (including the Restricted Period, scope of activity to be restrained
and the geographical scope) are fair and reasonable and are reasonably required
for the protection of the interests of the Company, its officers, directors,
employees, creditors and shareholders. Employee understands that the
restrictions contained in this Section 5.2 may limit his ability to engage in a
business similar to the Company's business, but acknowledges that he will
receive sufficiently high remuneration and other benefits from the Company
hereunder to justify such restrictions.

12.3. Stock Ownership

12.4. Injunctive Relief

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<PAGE>

activities prohibited by this Article 5 or such other relief as may required to
specifically enforce any of the covenants contained in this Article 5. Employee
agrees to and hereby does submit to in personam jurisdiction before each and
every such court for that purpose.

ARTICLE 13
Dispute Resolution

(d) Upon appointment of the mediator, the parties agree to participate
in good faith in the mediation and negotiations relating thereto for 15 days.

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<PAGE>

required to reimburse the Company, over a period not to exceed 12 months from
the date of such resolution, for all sums advanced to Employee with respect to
such Dispute pursuant to this paragraph (g).

(i) All mediation/arbitration conferences and hearings will be held in
the greater Washington, D.C. area.

(j) In the event there is any disputed question of law involved in any
arbitration proceeding, such as the proper legal interpretation of any provision
of this Agreement, the arbitrators shall make separate and distinct findings of
all facts material to the disputed question of law to be decided and, on the
basis of the facts so found, express their conclusion of the question of law.
The facts so found shall be conclusive and binding on the parties, but any legal
conclusion reached by the arbitrators from such facts may be submitted by either
party to a court of law for final determination by initiation of a civil action
in the manner provided by law. Such action, to be valid, must be commenced
within 20 days after receipt of the arbitrators' decision. If no such civil
action is commenced within such 20-day period, the legal conclusion reached by
the arbitrators shall be conclusive and binding on the parties. Any such civil
action shall be submitted, heard and determined solely on the basis of the facts
found by the arbitrators. Neither of the parties shall, or shall be entitled to,
submit any additional or different facts for consideration by the court. In the
event any civil action is commenced under this paragraph (b), the party who
prevails or substantially prevails (as determined by the court) in such civil
action shall be entitled to recover from the other party all costs, expenses and
reasonable attorneys' fees incurred by the prevailing party in connection with
such action and on appeal.

ARTICLE 14
Miscellaneous

14.1. No Mitigation or Offset

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<PAGE>

amount of any payment provided for in this Agreement be reduced by any
compensation earned by Employee as the result of employment by another employer
or otherwise. Without limitation of the foregoing, the Company's obligations to
make the payments to Employee required under this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set off,
counterclaim, recoupment, defense or other claim, right or action that the
Company may have against Employee, except that the Company may deduct from any
amount required to be reimbursed to the Company by Employee under Section 4.10
or Article 6(a) the amount of any payment which the Company is then required to
make to Employee hereunder.

14.2. Assignability

14.3. Notices

14.4. Severability

14.5. Successors: Binding Agreement

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<PAGE>

succession shall be a breach of this Agreement. As used herein, the term
"Company" shall include any successor to its business and/or assets as aforesaid
which executes and delivers the Agreement provided for in this Section 7.5 or
which otherwise becomes bound by all terms and provisions of this Agreement by
operation of law.

(b) This Agreement and all rights of Employee hereunder shall inure to
the benefit of and be enforceable by Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributes,
devisees and legatees. If Employee should die while any amounts would be payable
to him hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Employee's devisee, legatee, or other designee or, if there be no such designee,
to Employee's estate.

14.6. Tax Matters

14.7. Amendments and Waivers

14.8. Entire Agreement, Termination of Other Agreements

This Agreement is an integration of the parties' agreement and except
with regard to such definitions as are set forth in the Old Agreement and are
specifically referenced herein, no agreement or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party that are not set forth expressly in this Agreement.

14.9. Governing Law

THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD
TO ITS CONFLICT OF LAWS PROVISION.

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<PAGE>

14.10. Counterparts

This Agreement may be executed in or more counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one
and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.

AMERICAN CAPITAL STRATEGIES, LTD.

By:
--------------------------------
Malon Wilkus, President

EMPLOYEE:

----------------------------------
Adam Blumenthal

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<PAGE>

EXHIBIT 3.5(d)

RELEASE AGREEMENT

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to a certain Supplemental
Employment Agreement dated as of ________ (the "Employment Agreement"); and

WHEREAS, the execution and delivery of this Release Agreement as of
the date hereof is a requirement of Section 3.5(d) thereof.

1. Mutual Release.

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<PAGE>

service or employment as a director, officer and/or an employee of the
Corporation including, without limitation, the circumstances relating to the
termination thereof; excepting only the continuing obligations of Blumenthal
resulting from the provisions of the Surviving Agreements.

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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first hereinabove written.

BLUMENTHAL:
WITNESS:

(Seal)
- ------------------------ ---------------------------------
Adam Blumenthal

AMERICAN CAPITAL STRATEGIES, LTD.,
A Delaware Corporation

By: (Seal)
-------------------------------
Name:
------------------------
Title
------------------------

-17-

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

W I T N E S S E T H:

WHEREAS, Employee is the a Vice President of the Company and the
Employee entered into an Employment Agreement dated as of August 29, 1997 (the
"Old Agreement") pursuant to which the Company employed the Employee on the
terms and conditions set forth therein; and

WHEREAS, the Company and the Employee desire to amend and restate the
Old Agreement in its entirety, on the terms and conditions herein set forth.

ARTICLE 1
Definitions and Interpretations

1.1. Definitions

For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the following terms shall have the
following respective meanings:

"Adjusted Base Salary" shall have the meaning specified in Section 3.1.

"Annual Bonus Plan" shall have the meaning specified in Section 3.2.

"Base Salary" shall have the meaning specified in Section 3.1.

"Board of Directors" shall mean the Board of Directors of the Company.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Compensation Committee" shall mean the Compensation Committee of the
Board of Directors or such other entity as may be designated for a particular
function by the Board of Directors.

"Confidential Information" shall have the meaning specified in Section
5.1(a).
<PAGE>

"Continuation Period" shall have the meaning specified in Section
4.4(a).

"Dispute" shall have the meaning specified in Article VI.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

"Expiration Date" shall have the meaning specified in Section 2.2.

"Good Reason" shall mean any of the following:

(1) without Employee's express written consent, a material adverse
alteration in the nature or status of Employee's position,
functions, duties or responsibilities with the Company;

(3) any purported termination by the Company of Employee's
employment not in accordance with the provisions of this
Agreement;

(4) the failure of the Company to obtain any assumption agreement
required by Section 7.5(a);

-2-
<PAGE>

"IPO" shall mean the initial underwritten public offering of the
securities of the Company, which became effective on August 29, 1997.

"ISO Plan" shall have the meaning specified in Section 3.3.

"Misconduct" shall mean one or more of the following:

(ii) the commission by Employee of acts that are dishonest and
demonstrably injurious to the Company (monetarily or otherwise) in any material
respect; or

"Notice of Discontinuance" shall have the meaning specified in Section
2.2.

"Notice of Employment Continuation" shall mean a notice delivered in
accordance with Section 4.11.

-3-
<PAGE>

"Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust and an unincorporated organization.

"Target Bonus" shall have the meaning specified in Section 3.2.

"Term" shall have the meaning specified in Section 2.2.

"Termination Date" shall mean the termination date specified in a
Notice of Termination delivered in accordance with this Agreement.

1.2. Interpretations

(b) The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.

ARTICLE 2
Employment: Term, Positions and Duties, Etc.

2.1. Employment

The Company agrees to employ Employee and Employee agrees to accept
employment with the Company, in each case on the terms and conditions set forth
in this Agreement.

2.2. Term of Employment

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<PAGE>

an "Extension Anniversary"), the Expiration Date shall be automatically extended
one additional year unless, at least six months prior to an Extension
Anniversary, (i) either party shall give written notice to the other (a "Notice
of Discontinuance") that no such automatic extension shall occur on the next
succeeding Extension Anniversary and each Extension Anniversary thereafter, or
(ii) either party shall give a Notice of Termination to the other party pursuant
to Section 4.1 or 4.2, as the case may be. No Notice of Discontinuance given by
the Company shall be effective unless given pursuant to instructions set forth
in a resolution duly adopted by the affirmative vote of a least a majority of
the entire membership of the Board of Directors.

2.3. Positions and Duties

(a) While employed hereunder, Employee shall serve as a Vice President
of the Company, and shall have and may exercise all of the powers, functions,
duties and responsibilities normally attributable to such office, including
(without limitation) such duties and responsibilities as are set forth with
respect to such office in the Company's Certificate of Incorporation and By-laws
(as from time to time in effect). Employee shall have such additional duties and
responsibilities commensurate with such offices as from time to time may be
reasonably assigned to him by the Board of Directors. While employed hereunder,
Employee shall (i) report directly to the President of the Company and (ii)
observe and comply with all lawful policies, directions and instructions of the
President which are consistent with the foregoing provisions of this paragraph
(a).

-5-
<PAGE>

2.4. Place of Employment

Employee's place of employment hereunder shall be at the Company's
offices in the greater San Francisco, California area or such other area that is
mutually agreeable to both parties.

ARTICLE 3
Compensation and Benefits

3.1. Base Salary

(a) For services rendered by Employee under this Agreement, the Company
shall pay to Employee an annual base salary ("Base Salary") of $132,500. The
Board of Directors shall review the Base Salary at least annually and, subject
to paragraph (b) below, may adjust the amount of the Base Salary at any time as
the Board of Directors may deem appropriate in their sole discretion.

(b) The amount of the Base Salary may not be decreased without the
prior written approval of the Employee except that if the Board of Directors
increases the Base Salary as provided in the last sentence of paragraph (a)
above, the Board of Directors may thereafter decrease the Base Salary by an
amount not to exceed the amount of such increase, but only if a proportionally
similar decrease is made to the base compensation of all other Executive
Officers of the Company; provided, however, that in no event may the Base Salary
be decreased below $132,500, without the prior written consent of Employee.

(c) For so long as Employee is based at the California area office or
another area mutually agreeably, Employee shall be entitled to a location
adjustment equal to 25% of the Base Salary (the Base Salary as so adjusted being
the "Adjusted Base Salary").

(d) The Adjusted Base Salary shall be payable in accordance with the
Company's payroll practice for Executive Officers as earned.

3.2. Annual Bonus Plan

During the Term, the Company shall maintain and the Employee shall be
entitled to participate in an incentive bonus plan (the "Annual Bonus Plan"),
which will be determined by the Board of Directors and which will provide for
the payment of cash bonuses to eligible executives of the Company at specified
times during the year and within 90 days of the end of each fiscal year based on
the Company's financial performance and other appropriate factors for that year
or a portion thereof. Under the Annual Bonus Plan, Employee shall be eligible to
earn a target bonus (the "Target Bonus") each year equal to 200% of Employee's
Adjusted Base Salary for such year based on criteria established by the
Compensation Committee, and the performance of the Company against such
criteria. The establishment of such criteria and of the necessary performance
targets for partial or full earning of the Target Bonus shall be at the sole

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<PAGE>

reasonable discretion of the Compensation Committee; provided, however, that
Employee shall be entitled to a Target Bonus each year equal to at least five
percent (5%) of the maximum Target Bonus. During the calendar year 1997 and the
year in which the Expiration Date occurs, the Target Bonus which would be
payable shall be prorated and paid based on the number of days in such year
actually occurring during the Term.

3.3. Long-term Incentive Compensation

The Company has established the 1997 Stock Option Plan (as amended from
time to time the, "ISO Plan"), which provides key employees of the Company with
ownership interests in the Company (the "ISO Plan"). Under the ISO Plan,
Employee shall be granted options to purchase 166,032 shares of common stock,
such amount to be reduced by 32,760 shares if the over-allotment option under
the Company's underwriting agreement is not exercised. One-third of such options
will vest and become exercisable on each of the first three anniversaries of the
effectiveness of the IPO; provided, however, that Employee may accelerate the
vesting of any such options by agreeing to exercise such options immediately and
that for a period through the date on which such options would have vested, not
to sell, assign or convey any stock so purchased (other than by laws of descent
or distribution) and to grant the Company a call option to repurchase such stock
at the option exercise price if the options would have been forfeited prior to
their original vesting date as a result of the Employee's subsequent termination
of employment with the Company. To the extent permissible, such options shall be
characterized as Incentive Stock Options as defined in Section 422 of the Code.
In addition, as of even date herewith, the Company and the Employee have entered
into an Option Exercise Agreement (the "Option Exercise Agreement") and a Split
Dollar Agreement (the "Split Dollar Agreement") pursuant to which the Employee
exercised such options, the company lent certain amounts to the Employee to be
used in connection with such exercise and a split dollar variable life insurance
policy program was proposed to be established to provide collateral for such
loans and to provide further benefits to the Employee. The employee shall
participate in all other long-term compensation incentive plans of the Company
in accordance with their terms.

3.4. Vacation

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<PAGE>

3.5. Business Expenses

The Company shall, in accordance with the rules and policies that it
may establish from time to time for senior executives, reimburse Employee for
business expenses reasonably incurred in the performance of Employee's duties.
Requests for reimbursement for such expenses must be accompanied by appropriate
documentation. Examples of reimbursable expenses include parking, mileage
charges, air fares and hotel accommodations while traveling on Company business.

3.6. Other Benefits

3.7. Indemnification

ARTICLE 4
Termination of Employment

4.1. Termination by Employee

Employee may, at any time prior to the Expiration Date, terminate his
employment hereunder for any reason by delivering a Notice of Termination to the
Chairman of the Board of Directors.

4.2. Termination by the Company

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<PAGE>

4.3. Payment of Accrued Base Salary Vacation Pay, etc.

4.4. Additional Rights in Connection With Disability

-9-
<PAGE>

receive, at all times during the Continuation Period, the same benefits under
such plans and programs as Employee would have been entitled to receive had he
remained an Executive Officer of the Company. In no event shall Employee's
continuation period for purposes of Part 6 of Title I of the Employee Retirement
Income Security Act of 1974, as amended ("COBRA"), begin prior to the end of
Employee's coverage under the Company's group health plan as provided in this
paragraph (b).

4.5. Additional Rights in Connection With Terminations by Employee for
Good Reason or by the Company for Other than Misconduct or
Disability

-10-
<PAGE>

accidental death and dismemberment and health insurance plans and programs that
may be offered to the senior officers of the Company so that Employee will
receive, at all times during the Continuation Period, the same benefits under
such plans and programs as Employee would have been entitled to receive had he
remained an Executive Officer of the Company; provided, however, in the event
Employee becomes covered during the Continuation Period by another employer's
group plan or programs which provide benefits to Employee and his dependents
comparable to those being provided to Employee under this paragraph (b)
(provided with respect to any such group health plan, such plan does not contain
any exclusion or limitation with respect to any pre-existing conditions), then
the Company's similar plans and programs shall no longer be liable for any
benefits under this paragraph (b). In no event shall Employee's COBRA
continuation period begin prior to the end of Employee's coverage under the
Company's group health plan as provided in this paragraph (b).

4.6. Additional Rights in the Event of Death

(a) Target Bonus. The Employee's estate shall be entitled to receive
the Target Bonus that the deceased employee would have been entitled to have
received in the year in which the death occurred.

-11-
<PAGE>

4.7. Additional Rights in the Event of Termination by
Resignation Other than for Good Reason

4.8. Rights in the Event of Termination for Employee's Misconduct

-12-
<PAGE>

4.9. Non-exclusivity of Rights

4.10. Company to Pay Benefits During Pendency of Dispute

4.11. Employment Continuation

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<PAGE>

ARTICLE 5
Confidential Information and Non-Competition

5.1. Confidential Information

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<PAGE>

Upon the request of the Company at any time, Employee shall promptly deliver to
the Company, and shall retain no copies of, any written materials, records and
documents made by Employee or coming into his possession while employed by the
Company concerning the business or affairs of the Company other than personal
materials, records and documents (including notes and correspondence) of
Employee not containing proprietary information relating to such business or
affairs. Notwithstanding the foregoing, Employee shall be permitted to retain
copies of, or have access to, all such materials, records and documents relating
to any disagreement, dispute or litigation (pending or threatened) between
Employee and the Company.

(c) The Company recognizes that the Employee maintains his contacts on
the computer system and that the list of contacts will remain the exclusive
ownership of the employee.

5.2. Non-Competition

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<PAGE>

restrictions contained in this Section 5.2 may limit his ability to engage in a
business similar to the Company's business, but acknowledges that he will
receive sufficiently high remuneration and other benefits from the Company
hereunder to justify such restrictions.

5.3. Stock Ownership

5.4. Injunctive Relief

ARTICLE 6
Dispute Resolution

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<PAGE>

(d) Upon appointment of the mediator, the parties agree to participate
in good faith in the mediation and negotiations relating thereto for 15 days.

(i) All mediation/arbitration conferences and hearings will be held in
the greater Washington, D.C. area.

-17-
<PAGE>

ARTICLE 7
Miscellaneous

7.1. No Mitigation or Offset

-18-
<PAGE>

7.2. Assignability

7.3. Notices

7.4. Severability

7.5. Successors: Binding Agreement

-19-
<PAGE>

7.6. Tax Matters

7.7. Amendments and Waivers

7.8. Entire Agreement, Termination of Other Agreements

7.9. Governing Law

THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD
TO ITS CONFLICT OF LAWS PROVISION.

7.10. Counterparts

This Agreement may be executed in or more counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one
and the same instrument.

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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.

AMERICAN CAPITAL STRATEGIES, LTD.

By:
-------------------------------
Malon Wilkus, President

EMPLOYEE:

----------------------------------
Roland Cline

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<PAGE>

EXHIBIT 4.5(d)

RELEASE AGREEMENT

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to a certain Second Amended
and Restated Employment Agreement dated as of June 7, 1999 (the "Employment
Agreement"); and

WHEREAS, the execution and delivery of this Release Agreement as of
the date hereof is a requirement of Section 4.5(d) thereof.

1. Mutual Release.

(a) Cline, on his own behalf and on behalf of his heirs,
representatives and assigns, hereby waives, releases, and forever and
irrevocably discharges the Corporation, and its agents, attorneys, officers,
directors, employees, successors and assigns (collectively, the "Corporation
Released Parties") from any and all obligations, debts, demands, claims and
liabilities of every kind and nature, either in law or in equity, that Cline may
now have, may in the future have or may ever have had, against the Corporation
Released Parties arising in any manner from or in any manner related, directly
or indirectly, to Cline's service or employment as a director, officer and/or an
employee of the Corporation including, without limitation, the circumstances
relating to the termination thereof; excepting only the continuing obligations
of the Corporation resulting from the provisions of the Employment Agreement,
and the Option Exercise Agreement and the Split Dollar Agreement, each entered
into by and among the parties hereto bearing the date of _________
(collectively, the "Surviving Agreements").

(b) The Corporation, on its own behalf and on behalf of its
successors and assigns, hereby waives, releases, and forever and irrevocably
discharges Cline, and his agents, attorneys, heirs, representatives and assigns
(collectively, the "Cline Released Parties") from any and all obligations,
debts, demands, claims and liabilities of every kind and nature, either in law
or in equity, that the Corporation may now have, may in the future have or may
<PAGE>

ever have had against the Cline Released Parties arising in any manner from or
in any manner related to, directly or indirectly, Cline's service or employment
as a director, officer and/or an employee of the Corporation including, without
limitation, the circumstances relating to the termination thereof; excepting
only the continuing obligations of Cline resulting from the provisions of the
Surviving Agreements.

-2-
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first hereinabove written.

CLINE:

WITNESS:

(Seal)
- --------------------- ----------------------------
Roland Cline

AMERICAN CAPITAL STRATEGIES, LTD.,
A Delaware Corporation

By: (Seal)
-------------------------
Name:__________________________
Title__________________________

-3-

<PAGE>

EXHIBIT 4.11

SUPPLEMENTAL EMPLOYMENT AGREEMENT

W I T N E S S E T H:

ARTICLE 8
Definitions and Interpretations

8.1. Definitions

For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the following terms shall have the
following respective meanings:

"Base Salary" shall have the meaning specified in Section 3.1.

"Board of Directors" shall mean the Board of Directors of the Company.

"Compensation Committee" shall mean the Compensation Committee of the
Board of Directors or such other entity as may be designated for a particular
function by the Board of Directors.
<PAGE>

"Confidential Information" shall have the meaning specified in Section
5.1(a).

"Continuation Period" shall have the meaning specified in Section
4.4(a).

"Dispute" shall have the meaning specified in Article 6.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

"Expiration Date" shall have the meaning specified in Section 2.2.

"ISO Plan" shall have the meaning specified in Section 3.3.

"Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust and an unincorporated organization.

"Term" shall have the meaning specified in Section 2.2.

"Termination Date" shall mean the termination date specified in a
Notice of Termination delivered in accordance with this Agreement.

8.2. Interpretations

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<PAGE>

(b) The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.

ARTICLE 9
Employment: Term, Positions and Duties, Etc.

9.1. Employment

The Company agrees to employ Employee and Employee agrees to accept
employment with the Company, in each case on the terms and conditions set forth
in this Agreement.

9.2. Term of Employment

9.3. Positions and Duties

(b) The Company agrees to use its reasonable best efforts to cause
Employee to be elected or appointed as an Assistant Secretary of the Company.

(c) While employed hereunder, Employee shall be entitled to undertake
other employment not otherwise in violation of the terms of this Agreement.

-3-
<PAGE>

ARTICLE 10
Compensation and Benefits

10.1. Base Salary

For services rendered by Employee under this Agreement, the Company
shall pay to Employee an annual base salary ("Base Salary") of $200.

10.2. Other Benefits

10.3. Indemnification

10.4. Payment of Accrued Base Salary Vacation Pay, etc.

10.5. Additional Rights in Connection With Disability

-4-
<PAGE>

10.6. Additional Rights in Connection With Terminations by Employee for
Good Reason or by the Company for Other than Misconduct or
Disability

-5-
<PAGE>

(b) Insurance Benefits, etc. The Company shall at all times during the
Continuation Period, without charge to Employee or Employee's dependents, cause
Employee and Employee's eligible dependents to be covered by and to participate
in, to the fullest extent allowable under the terms thereof, all life,
accidental death and dismemberment and health insurance plans and programs that
may be offered to the senior officers of the Company so that Employee will
receive, at all times during the Continuation Period, the same benefits under
such plans and programs as Employee would have been entitled to receive had he
remained an Executive Officer of the Company; provided, however, in the event
Employee becomes covered during the Continuation Period by another employer's
group plan or programs which provide benefits to Employee and his dependents
comparable to those being provided to Employee under this paragraph (b)
(provided with respect to any such group health plan, such plan does not contain
any exclusion or limitation with respect to any pre-existing conditions), then
the Company's similar plans and programs shall no longer be liable for any
benefits under this paragraph (b). In no event shall Employee's COBRA
continuation period begin prior to the end of Employee's coverage under the
Company's group health plan as provided in this paragraph (b).

ARTICLE 11
Termination

11.1. Termination of Employee

Employee may, at any time prior to the Expiration Date, terminate his
employment hereunder for any reason by delivering a Notice of Termination to the
Chairman of the Board of Directors.

-6-
<PAGE>

11.2. Termination of the Company

11.3. Company to Pay Benefits During Pendency of Dispute

11.4. Non-exclusivity of Rights

Nothing in this Agreement shall prevent or limit Employee's continuing
or future participation in any plan, program, policy or practice provided by the
Company for which Employee may qualify, nor shall anything herein limit or
otherwise affect such rights as Employee may have under any other contract or
agreement with the Company. Amounts that are vested benefits or that Employee is
otherwise entitled to receive under any plan, policy, practice or program of or
any contract or agreement with the Company at or subsequent to the Effective
Date shall be payable in accordance with such plan, policy, practice or program
or contract or agreement except as explicitly modified by this Agreement.

ARTICLE 12
Confidential Information and Non-Competition

12.1. Confidential Information

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<PAGE>

hereunder, (B) as required by applicable law, (C) in connection with the
enforcement of his rights under this Agreement, (D) in connection with any
disagreement, dispute or litigation (pending or threatened) between Employee and
the Company or (E) with the prior written consent of the Board of Directors. As
used herein, "Confidential Information" includes information with respect to the
Company's products, facilities and methods, research and development, trade
secrets and other intellectual property, systems, patents and patent
applications, procedures, manuals, confidential reports, product price lists,
customer lists, financial information, business plans, prospects or
opportunities; provided, however, that such term, shall not include any
information that (x) is or becomes generally known or available other than as a
result of a disclosure by Employee or (y) is or becomes known or available to
Employee on a non-confidential basis from a source (other than the Company)
which, to Employee's knowledge, is not prohibited from disclosing such
information to Employee by a legal, contractual, fiduciary or other obligation
to the Company.

(c) The Company recognizes that the Employee maintains his contacts on
the computer system and that the list of contacts will remain the exclusive
ownership of the employee.

12.2. Non-Competition

(a) At the election of the Employee, for one (1) year after the
Effective Date (the "Restricted Period"), Employee shall not, unless he receives
the prior written consent of the Board of Directors, own an interest in, manage,
operate, join, control, lend money or render financial or other assistance to or
participate in or be connected with, as an officer, employee, partner,
stockholder, consultant or otherwise, (A) any Person (x) that competes with the
Company in investing or consulting with small and medium sized businesses in the
United States with regard to change of control transactions in which the
transaction utilizes employee stock ownership plans, or (y) that provides or
proposes to provide services to any Person which is a client of the Company as
of the Termination Date or to which the Company has outstanding loans or in
which the Company then has investments (including warrants or options), or (B)
any potential client of the Company with which the Company has discussed a
client, loan or investment relationship within 12 months prior to or the
Effective Date. The Employee may only elect to be subject to this Section 5.2 by

-8-
<PAGE>

providing written notice of such election to the Company before the Effective
Date or within thirty (30) days thereafter and such effectiveness may be renewed
for successive additional one (1) year periods by providing written notice to
the Company not less than twenty (20) days before the expiration of the
Restricted Period then effect.

12.3. Stock Ownership

12.4. Injunctive Relief

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<PAGE>

preliminary or permanent injunction restraining Employee from engaging in
activities prohibited by this Article 5 or such other relief as may required to
specifically enforce any of the covenants contained in this Article 5. Employee
agrees to and hereby does submit to in personam jurisdiction before each and
every such court for that purpose.

ARTICLE 13
Dispute Resolution

(d) Upon appointment of the mediator, the parties agree to participate
in good faith in the mediation and negotiations relating thereto for 15 days.

-10-
<PAGE>

(i) All mediation/arbitration conferences and hearings will be held in
the greater Washington, D.C. area.

-11-
<PAGE>

ARTICLE 14
Miscellaneous

14.1. No Mitigation or Offset

The provisions of this Agreement are not intended to, nor shall they be
construed to, require that Employee mitigate the amount of any payment provided
for in this Agreement by seeking or accepting other employment, nor shall the
amount of any payment provided for in this Agreement be reduced by any
compensation earned by Employee as the result of employment by another employer
or otherwise. Without limitation of the foregoing, the Company's obligations to
make the payments to Employee required under this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set off,
counterclaim, recoupment, defense or other claim, right or action that the
Company may have against Employee, except that the Company may deduct from any
amount required to be reimbursed to the Company by Employee under Section 4.10
or Article 6(a) the amount of any payment which the Company is then required to
make to Employee hereunder.

14.2. Assignability

14.3. Notices

14.4. Severability

14.5. Successors: Binding Agreement

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<PAGE>

Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement. As used herein, the term
"Company" shall include any successor to its business and/or assets as aforesaid
which executes and delivers the Agreement provided for in this Section 7.5 or
which otherwise becomes bound by all terms and provisions of this Agreement by
operation of law.

14.6. Tax Matters

14.7. Amendments and Waivers

14.8. Entire Agreement, Termination of Other Agreements

14.9. Governing Law

THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD
TO ITS CONFLICT OF LAWS PROVISION.

-13-
<PAGE>

14.10. Counterparts

This Agreement may be executed in or more counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one
and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.

AMERICAN CAPITAL STRATEGIES, LTD.

By:
-------------------------------
Malon Wilkus, President

EMPLOYEE:

----------------------------------
Roland Cline

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<PAGE>

EXHIBIT 3.5(d)

RELEASE AGREEMENT

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to a certain Supplemental
Employment Agreement dated as of ________ (the "Employment Agreement"); and

WHEREAS, the execution and delivery of this Release Agreement as of
the date hereof is a requirement of Section 3.5(d) thereof.

1. Mutual Release.

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<PAGE>

in any manner related to, directly or indirectly, Cline's service or employment
as a director, officer and/or an employee of the Corporation including, without
limitation, the circumstances relating to the termination thereof; excepting
only the continuing obligations of Cline resulting from the provisions of the
Surviving Agreements.

-16-
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first hereinabove written.

CLINE:

WITNESS:

(Seal)
- --------------------- ----------------------------
Roland Cline

AMERICAN CAPITAL STRATEGIES, LTD.,
A Delaware Corporation

By: (Seal)
--------------------------
Name:___________________________
Title___________________________

-17-

Exhibit 10.8

OPTIONEE: Adam Blumenthal

DATE OF EXERCISE: June 7, 1999

OPTION PRICE: $15.00

COVERED SHARES: 312,788

AMERICAN CAPITAL STRATEGIES, LTD.
1997 STOCK OPTION PLAN

* * *

STOCK OPTION EXERCISE AGREEMENT

1. Definitions. In this Agreement, except where the context otherwise
indicates, the following definitions apply:

1.1. "Affiliate" means parent or subsidiary corporations of the
Company, as defined in Sections 424(e) and (f) of the Code (but substituting
"the Company" for "employer corporation").

1.2. "Aggregate Purchase Price" shall have the meaning set forth in
Section 4.

1.3. "Agreement" means this Stock Option Exercise Agreement.

1.4. "Board" means the Board of Directors of the Company.

1.5. "Code" means the Internal Revenue Code of 1986, as amended.

1.6. "Collateral" has the meaning set forth in Section 5.3(b).

1.7. "Collateral Value" has the meaning set forth in Section 5.3(b).

1.8. "Committee" means the committee charged, pursuant to the
provisions of the Plan, with the administration of the Plan. Unless otherwise
determined by the Board, the Compensation Committee of the Board shall be the
Committee.

1.9. "Common Stock" means the common stock, par value $0.01 per share,
of the Company.
<PAGE>

1.10. "Company" means American Capital Strategies, Ltd., a Delaware
corporation.

1.11. "Covered Shares" means the number of Shares subject to the Option
set forth as the "Covered Shares" on page 1 of this Agreement.

1.12. "Date of Exercise" means the date hereof.

1.13. "Employment" means the Optionee's employment with the Company and
its Affiliates. For purposes of Section 3 herein only, Employment shall not
include any period when Optionee's Employment is subject to a Supplemental
Employment Agreement.

1.14. "Employment Agreement" means the Optionee's Second Amended and
Restated Employment Agreement with the Company, as such may be amended, extended
or supplemented from time to time including, without limitation, any
Supplemental Employment Agreement.

1.15. "Events of Default". An Event of Default shall mean the
occurrence of one or more of the following described events:

(a) the Optionee shall default in the payment of (i) interest on
the Purchase Note within five (5) days of its due date or (ii) principal of the
Purchase Note within five (5) days of its due date, whether at maturity, upon
any scheduled payment date or by acceleration or otherwise; and

(b) the principal amount of the Purchase Note shall, for more
than thirty (30) successive days, exceed the aggregate Collateral Value of all
of the Collateral.

1.16. "Exchange Act" means the Securities Exchange Act of 1934, as
\amended.

1.17. "Exercise Shares" shall have the meaning set forth in Section 2.

1.18. "Fair Market Value" means, as of any particular date, the most
recent closing price for a Share on the NASDAQ National Market System as
reported by such source as the Committee may select or, if such price is not so
reported, then the fair market value of a Share as determined by the Committee
pursuant to a reasonable method adopted in good faith for such purpose.

1.19. "Investment Company Act" means the Investment Company Act of
1940, as amended.

1.20. "Life Insurance" shall have the meaning set forth in Section
5.3(c).

1.21. "Net Aggregate Purchase Price" shall have the meaning set forth
in Section 4.

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<PAGE>

1.22. "Net Asset Value" means the net asset value of a Share, as
determined by the Company for purposes of the Exchange Act and the Investment
Company Act.

1.23. "Note Interest Rate" shall have the meaning set forth in Section
5.1.

1.24. "Option" means the stock options granted to the Optionee pursuant
to the Plan.

1.25. "Option Price" means the dollar amount per Share set forth as the
"Option Price" on page 1 of this Agreement.

1.26. "Optionee" means the person identified as the "Optionee" on page
1 of this Agreement.

1.27. "Plan" means the American Capital Strategies, Ltd., 1997 Stock
Option Plan.

1.28. "Purchase Note" means the promissory note substantially in the
form of Exhibit A hereto subject to the terms and conditions set forth in this
Agreement.

1.29. "Securities Act" means the Securities Act of 1933, as amended.

1.30. "Share" means a share of Common Stock.

1.31. "Split-Dollar Agreement" shall mean the Split-Dollar Agreement
related to the Life Insurance to be entered into between the Optionee and the
Company and substantially in the form of Exhibit B retroactive to the date
hereof, when the Life Insurance is in force.

1.32. "Supplemental Employment Agreement" shall mean an Employment
Agreement substantially in the form of Exhibit 4.11 to the Amended and Restated
Employment Agreement dated as of even date herewith between the Optionee and the
Company.

1.33. "UCC" means the Uniform Commercial Code as in effect at any time
in the State of Maryland.

2. Exercise of Option. Pursuant to the Plan and subject to the terms of
this Agreement, the Optionee hereby exercises the Option to purchase 312,788 of
the Covered Shares (the "Exercise Shares"). This exercise shall not affect the
other Covered Shares subject to the Option.

3. Early Exercise. The Optionee acknowledges that this is an early exercise
of the Option with regard to 216,859 Shares and that in the event that the
Optionee

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<PAGE>

should terminate Employment prior to the dates indicated below, notwithstanding
any other provisions hereto, the Company shall have the option to purchase such
Shares at the Option Price. The Company may pay such purchase price by
offsetting such amount against the amount then due under the Purchase Note. The
Company may exercise such option at any time within thirty days following such
termination of Employment.

Through Date Shares Subject to Company Repurchase Option
------------ -------------------------------------------
August 29, 1999 216,859
September 14, 1999 120,929
August 29, 2000 112,596
September 14, 2000 16,667
September 14, 2001 8,333

4. Payment of Exercise Price. The "Aggregate Purchase Price" for the
Exercise Shares shall be the Option Price multiplied by the Exercise Shares. The
Aggregate Purchase Price shall be payable by the cash payment to the Company of
the aggregate par value of the Exercise Shares and by the delivery of the
Purchase Note for the balance of the Aggregate Purchase Price (the "Net
Aggregate Purchase Price").

5. Purchase Note. The Purchase Note shall have the terms and conditions as
set forth in this Section 5.

5.1. Principal Amount and Terms. The principal amount of the Purchase
Note shall be $5,123,000, which shall equal the (i) the Net Aggregate Purchase
Price plus (ii) $431,000 for the payment of taxes associated with the exercise
of the Option. Optionee will provide an affidavit or other evidence reasonably
satisfactory to the Committee of the basis for computing the amount set forth in
clause (ii) of the preceding sentence. Following consultation with the Optionee,
the Company shall be entitled to withhold from the loan proceeds (and if
sufficient loan proceeds in excess of the Net Aggregate Purchase Price do not
exist, from Optionee's salary) and to deliver to taxing authorities such tax
withholding amounts as may be required by law. The Purchase Note shall accrue
interest at the rate of 5.27% per annum (the "Note Interest Rate"), payable in
cash, quarterly in arrears, on each March 31, June 30, September 30 and December
31, beginning June 30, 1999, until the principal amount and all other amounts
due under the Purchase Note are paid in full. Interest shall be computed on the
basis of a year with twelve 30-day months, and the actual days elapsed. The
principal amount of the Purchase Note, together with all accrued but unpaid
interest and all other amounts due thereunder, shall be payable in full on June
7, 2008, unless earlier accelerated in accordance with the terms of this
Agreement or the Purchase Note. Upon the request of the Optionee, and at the
sole and absolute discretion of the Committee, such date may be extended, but
shall not in any case be extended beyond the tenth anniversary of the Date of
Exercise hereof. The payment of the Purchase Note shall be accelerated and all
amounts due thereunder shall be immediately payable (i) sixty days following the
termination of the Optionee's Employment or (ii) in the event the Fair Market
Value of the Exercise Shares shall, for twenty consecutive trading days, equal
or

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<PAGE>

exceed $50.00 per share, as adjusted for stock splits, stock dividends or
similar occurrences, as determined by the Committee, after the date hereof.

5.2. Acceleration. If an Event of Default shall occur, the unpaid
balance of the Purchase Note and interest accrued thereon and all other
liabilities of the Optionee to the Company hereunder and thereunder shall be
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived.

5.3. Collateral. The Purchase Note shall be secured by the Collateral
as provided in this Section 5.3.

(a) In order to secure the full and timely payment in full of the
Purchase Note, the Optionee hereby grants, assigns and conveys unto the Company
a lien on and continuing security interest in and to, the Collateral together
with all products, proceeds, dividends, distributions, or returns of capital or
other moneys and other rights, moneys, property or securities of any nature
(including, without limitation, rights, voting rights, moneys or securities
arising from consolidation or subdivision of capital, redemption or conversion
of shares, reduction of capital, liquidation or a similar plan or arrangement),
all of which at any time (whether now or in the future) are attributable to or
are arising from the Collateral.

(b) The "Collateral" shall be deemed to consist of the sum of (i)
the Exercise Shares, (ii) all interest of the Optionee in the Life Insurance and
(iii) any additional insurance or other property designated by the Optionee and
accepted by the Company as Collateral hereunder. In determining the "Collateral
Value" of the Collateral, the Company shall consider the value (i) of the
Exercise Shares at any time to be the greater of their Fair Market Value and
their Net Asset Value, (ii) of the Life Insurance to be equal to the expected
actuarial death benefit at the actuarially anticipated date of death as owned by
the Optionee under the Life Insurance, as determined by the issuer of the Life
Insurance, discounted to the present at the Note Interest Rate, minus the
Employer's Interest (as defined in the Split-Dollar Agreement) in the Life
Insurance; provided, however, that for so long as the Optionee has provided and
there remains in force a term life insurance policy (the "Term Policy")
collaterally assigned to the Company or naming the Company as beneficiary with a
death benefit of not less than the Employer's Interest and the Term Policy is
reasonably acceptable to the Committee, the Employer's Interest shall not be
deducted in determining the Collateral Value and (iii) of any other Collateral
to be that determined in good faith from time to time by the Committee. For so
long as the Optionee is an Employee, the Company shall pay the cost of the Term
Policy, which amount shall be reported as compensation to the Optionee, if
required by applicable tax laws.

(c) The Company agrees that, as specified in and subject to the
terms of the Split-Dollar Agreement, it shall purchase a split dollar variable
life insurance policy (the "Life Insurance") for the benefit of Optionee. In the
event that the Life Insurance is not in force as contemplated by the preceding
sentence by December 31, 1999, or in the event that the Company and the Optionee
are otherwise advised by AON

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<PAGE>

Risk Management that Life Insurance satisfactory to the Committee for use as
Collateral is not available for the Optionee, the Company will make to the
Optionee ten annual compensation payments, but only as long as the Optionee's
Employment continues (the "Deferred Payments"), each in the amount of $41,900,
with the first such payment to be made on January 15, 2000, and the last such
payment on January 15, 2009. The Optionee's right to the Deferred Payments will
be additional Collateral. Additionally, in the event that the Optionee elects to
have his Employment continue under a Supplemental Employment Agreement, the
Optionee's right to such payments will continue only so long as the Optionee is
obligated under Section 5.2 of such agreement.

(d) Upon execution and delivery of this Agreement, the Company
will instruct its transfer agent to issue stock certificates evidencing the
Exercise Shares (which shall contain appropriate legends regarding the
restrictions set forth in this Agreement) and the Optionee shall deliver to the
Company or its designated agent such certificates with a transfer executed in
blank. If at any time the Company shall issue any additional or substitute
shares of stock or stock certificates, or any other instruments evidencing an
interest in such entity or an obligation of such entity, the Optionee shall
promptly pledge, mortgage and deposit (or cause to be pledged, mortgaged or
deposited) in favor of or with the Company such additional certificates,
instruments or documents as additional Collateral.

(e) Unless an Event of Default shall have occurred and be
continuing (and in such case, all dividends and distributions described herein
shall be Collateral), notwithstanding Section 5.3(a), the Optionee shall have
the right to receive and to retain cash dividends and other cash distributions
that are paid on account of the Exercise Shares; provided, however, that if at
any time the aggregate Collateral Value is 105% or less of the principal amount
of the Purchase Note, all such dividends and other distributions shall be
delivered directly to the Company for application: first, to any interest then
accrued and unpaid under the Purchase Note; second, for the payment of any
income taxes then owed by the Optionee as a result of such dividend; and third,
at the direction of the Optionee, for the payment of principal on the Purchase
Note or for the purchase of additional Collateral meeting the requirements of
Section 5.3(b). If any such dividends or other distributions are paid to the
Optionee following an Event of Default or in circumstances subject to the
proviso in the preceding sentence, such dividends or other distributions shall
be held in trust by the Optionee for the benefit of the Company, and the
Optionee shall immediately notify the Company in writing, and shall, if the
Company so instructs, immediately pay over such dividends or other distributions
to the Company as Collateral.

(f) Upon the occurrence of and during the continuation of any
Event of Default:

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<PAGE>

realized by the Company therefrom shall be deemed to be not less than the
greater of the Fair Market Value and the Net Asset Value as of the date of
foreclosure.

(ii) The Company, in its discretion, and without notice to
the Optionee, may take any one or more of the following actions without
liability except to account for property actually received by it: (A) transfer
to or register in its name or the name of its nominee any stock certificates or
any other evidence of the Collateral, with or without indication of the security
interest herein created, and whether or not so transferred or registered,
receive the income, dividends and other distributions thereon and hold them as
additional Collateral or apply them to the obligations of the Optionee secured
hereby in any order of priority; (B) exercise or cause to be exercised all
voting and corporate powers with respect to any of the Collateral, including (1)
all rights to call or require stockholders meetings and to remove or elect
directors, and (2) all rights of proxy appointments, conversion, exchange,
subscription or any other rights, privileges or options pertaining to such
Collateral, as if the absolute owner thereof; (C) exchange any of the Collateral
for other property upon a reorganization, recapitalization, reclassification or
other readjustment and, in connection therewith, deposit any of the Collateral
with any depository upon such terms as the Company may determine; and (D) in its
name or in the name of the Optionee, demand, sue for, collect or receive any
money or property at any time payable or receivable on account of or in exchange
for any of the Collateral, and Company further shall have the right during any
time to sign and endorse the name of the Optionee upon any such stock
certificate, stock power, check, draft, money order, or any other documents of
title or evidence of payment with respect to the Collateral, in the name of the
Optionee, it being the intention of the Optionee to grant to the Company the
right to sell any portion or all of the Collateral and the proceeds therefrom,
upon the occurrence of an Event of Default hereunder.

(iii) If Company in good faith believes that the Securities
Act, or any other state or federal law prohibits or restricts the customary
manner of sale or distribution of any of the Collateral, the Company may sell
such Collateral privately or in any other manner deemed advisable by the Company
at such price or prices as the Company determines in its sole discretion. The
Optionee recognizes that such prohibition or restriction may cause the
Collateral to have less value than it otherwise would have and that,
consequently, such sale or disposition by the Company may result in a lower
sales price than if the sale were otherwise held. The Company may sell the
Collateral in Bethesda, Maryland or elsewhere, in one or more sales or parcels,
for cash, credit or future delivery, and with or without the use of a
stockbroker, as the Company may deem advisable. The Company may be the purchaser
of any or all of the Collateral.

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<PAGE>

registered or qualified for resale under all other applicable state and federal
laws or (b) exemptions from such registration and qualification exist; provided,
however, that the Company may request an opinion of counsel to the Optionee or
other reasonable evidence of such exemptions. The Company agrees to take such
steps as are reasonably necessary to maintain adequate public information with
regard to the Company as contemplated by Rule 144(c) under the Securities Act or
similar provisions of any replacement rule. The Company has filed a registration
statement on Form S-8 under the Securities Act with regard to the Exercise
Shares and to the extent legally necessary to allow for resale of the Exercise
Shares by Optionee, the Company agrees to take reasonable steps to keep such
registration statement effective. Other than as specified in the preceding [two
sentences], the Company is not obligated hereby to file any such registrations
or applicable notifications with regard to the Exercise Shares or their
disposition. The Optionee further agrees that under such circumstances the
Company may place a legend embodying such restriction on the certificates
evidencing such shares.

7. Tax Matters. The Company agrees to take tax reporting positions with
regard to the events and transactions contemplated hereby that are consistent
with the terms of this Agreement and the Optionee agrees to take tax reporting
positions that are consistent with those positions taken by the Company. In
consideration thereof, the Company agrees to indemnify, defend and hold harmless
the Optionee from any liabilities for additional taxes or penalties owed as a
result of complying with the preceding sentence.

8. Employment. The exercise of the Option as contemplated by this
Agreement, the acceptance of the Purchase Note by the Company or any term or
provision of this Agreement shall not constitute or, except as is specifically
provided in a Supplemental Employment Agreement, be evidence of any
understanding, express or implied, on the part of the Company or any of its
Affiliates to employ the Optionee (or have the Optionee serve as a director) for
any period.

9. Notice. All notices or other communications that are required or
permitted hereunder shall be in writing and sufficient if delivered personally,
by facsimile or sent by overnight express or by registered or certified mail,
postage prepaid, addressed as follows:

If to the Company to:

American Capital Strategies, Ltd.
3 Bethesda Metro Center, Suite 860
Bethesda, MD 20814
Attention: Chief Financial Officer
Facsimile: 301-654-6714

If to the Optionee, to the address set forth beneath the Optionee's signature on
the signature page hereof.

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<PAGE>

All deliveries of notice shall be deemed effective when received by the
person entitled to such receipt or when delivery has been attempted but refused
by such person. Any party may change the person or address to which such
deliveries shall be made with respect to such party by delivering notice thereof
to the other party hereto in accordance with this Section 7.

10. Termination. This Agreement shall terminate and the security interest
of the Company in the Collateral shall be released upon the payment and
satisfaction in full of the Optionee's obligations relating to the Purchase
Notes.

11. Governing Law; Submission to Jurisdiction. This Agreement and the
Purchase Note shall be governed by and construed and interpreted in accordance
with the laws of the State of Maryland, without regard to its conflict of laws
principles. All judicial actions, suits or proceedings brought against the
Optionee with respect to its obligations, liabilities or any other matter under
or arising out of or in connection with this Agreement or any transaction
contemplated hereby or for recognition or enforcement of any judgment rendered
in any such proceedings may be brought in a state or federal court of competent
jurisdiction in the State of Maryland. By execution and delivery of this
Agreement, the Optionee accepts, generally and unconditionally, the jurisdiction
of the aforesaid courts and irrevocably agrees to be bound by any final judgment
rendered thereby in connection with this Agreement or any transaction
contemplated hereby from which no appeal has been taken or is available. The
Optionee irrevocably agrees that all process in any proceeding or any court
arising out of or in connection with this Agreement may be effected by mailing a
copy thereof by registered or certified mail or any substantially similar form
of mail, postage prepaid, to the Optionee at the addresses referred to in
Section 7 or such other address of which the Company shall have been notified
pursuant to said paragraph. Such service shall be effective five (5) days after
such mailing. The Optionee hereby acknowledges that such service will be
effective and binding service in every respect.

12. Complete Agreement; Conflicts. This Agreement, the Plan and the
Employment Agreement contain the entire agreement between the parties hereto
with respect to the transactions contemplated herein and supersede all previous
oral and written and all contemporaneous oral negotiations, commitments,
writings and understandings. In the event of a conflict between the terms of
this Agreement and the Plan or the Employment Agreement, the terms of this
Agreement shall control.

13. Amendments and Waivers. This Agreement may be amended only by a writing
signed by the Optionee and the Company. No delay or omission on the part of any
party hereto in exercising any right hereunder shall operate as a waiver of such
right or any other right hereunder or operate to constrain the rights of any
other parties hereunder. No waiver of any one right shall operate as a waiver of
any subsequent right.

14. Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

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<PAGE>

15. Severability. If any provision of this Agreement shall be held to be
invalid, illegal or unenforceable in any material respect, such provision shall
be replaced with a provision which is as close as possible in effect to such
invalid, illegal or unenforceable provision, and still be valid, legal and
enforceable, and the validity, legality and enforceability of the remainder of
this Agreement shall not in any way be affected or impaired thereby, unless the
parties otherwise so provide.

16. Further Assurances. The parties agree to execute and deliver promptly
such further instruments and documents and to take such other actions as
reasonably necessary to implement the terms of this Agreement. Without limiting
the foregoing, the Optionee agrees, from time to time, at the Company's expense,
to execute and deliver promptly all further instruments and documents as the
Company may reasonably require in order to perfect, confirm and ratify the
security interests granted hereby, including, without limitation, the execution
and delivery of such financing statements or continuation statements, and
amendments thereto, and assignments of Life Insurance as may be necessary or
desirable, or as the Company may request in order to perfect and preserve the
security interests granted hereby. The Optionee hereby authorizes the Company or
its agent to file such financing statements and/or such continuation statements
and amendments thereto relating to all or any part of the Collateral without its
signature, where permitted by law. A carbon, photographic or other reproduction
of this Agreement or any financing statement covering the collateral granted
hereby or any part thereof shall be sufficient as a financing statement where
permitted by law.

17. Indemnification. The Company agrees to indemnify, defend and hold
harmless the Optionee from any loss, liability or expense incurred by Optionee
as a result of a breach by the Company of its specific obligations under this
Agreement. At the election of the Company, the Company may satisfy its
obligations under this Section 17 by delivering to the Optionee additional
Options pursuant to the Plan in an amount equal to the Company's liabilities
hereunder. The Company shall be deemed to have satisfied its right and
obligation to deliver additional Options pursuant to the preceding sentence if
it shall have used its best efforts to do so by the date thirty (30) days
following the next succeeding annual meeting of the stockholders of the Company
that it is at least three months after the liability of the Company under this
Section 17 is determined.

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<PAGE>

IN WITNESS WHEREOF, the Optionee and the Company have caused this
Agreement to be signed on its behalf effective as of the Date of Exercise.

AMERICAN CAPITAL STRATEGIES, LTD.

By: /S/
------------------------------------
Malon Wilkus

/S/
----------------------------------------
OPTIONEE
Address: 461 Fifth Avenue, 26th Floor
New York, New York 10017
Facsimile: 212-213-2060

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<PAGE>

EXHIBIT A

PURCHASE NOTE

June 7, 1999

$5,123,000

FOR VALUE RECEIVED, the undersigned, Adam Blumenthal (the "Optionee"),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD., and its successors
and assigns (the "Holder"), the principal sum of FIVE MILLION ONE HUNDRED TWENTY
THREE THOUSAND DOLLARS ($5,123,000), with interest thereon, on the terms and
conditions set forth in the Exercise Agreement (as defined herein).

Payments of the principal of and interest on this Note are to be made
in lawful money of the United States of America by check mailed and addressed to
the Holder hereof at the address shown in the Exercise Agreement or such other
address as may be provided thereunder.

Notwithstanding any provision to the contrary in this Note, the
Exercise Agreement or any other agreement, the Optionee shall not be required to
pay, and the Holder shall not be permitted to contract for, take, reserve,
charge or receive, any compensation which constitutes interest under applicable
law in excess of the maximum amount of interest permitted by law.

This Note is the Purchase Note (herein called the "Note") issued
pursuant to the Stock Option Exercise Agreement, dated as of June 7, 1999 (as
from time to time amended, the "Exercise Agreement"), between the Holder and the
Optionee and is entitled to the benefits thereof. All terms used herein shall
have the meanings ascribed to them in the Exercise Agreement.

If an Event of Default as defined in the Exercise Agreement occurs and
is continuing, the unpaid principal of this Note shall become due and payable in
the manner, at the price and with the effect provided in the Exercise Agreement.

This Note and the rights and obligations of the parties hereto shall be
deemed to be contracts under the laws of the State of Maryland and for all
purposes shall be governed by and construed and enforced in accordance with the
laws of said State, except for its rules relating to the conflict of laws.

IN WITNESS WHEREOF, this Note is delivered as of the date set forth
above.

---------------------------------
<PAGE>

EXHIBIT B

SPLIT DOLLAR AGREEMENT

This SPLIT DOLLAR AGREEMENT (this "Agreement") is entered into as of
June 7, 1999, by and between ADAM BLUMENTHAL (the "Owner") and AMERICAN CAPITAL
STRATEGIES, LTD., a Delaware corporation (the "Employer").

R E C I T A L S

WHEREAS, the Owner and the Employer have entered into a Stock Option
Exercise Agreement of event date herewith (the "Exercise Agreement") pursuant to
which they have agreed to enter into and consummate this Agreement; and

WHEREAS, Owner will be the owner and possessor of the Policy (as
defined herein) and will assign an interest in the Policy's death benefit and
cash value to the Employer as collateral to secure repayment of Employer's
premium payments with respect to the Policy pursuant to the Exercise Agreement;
and

WHEREAS, it is the intent of the Employer and Owner to define the
extent of the Employer's security interest in the Policy;

NOW, THEREFORE, the parties hereto, in consideration of the foregoing
and intending to be legally bound hereby, agree as follows:

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<PAGE>

benefits of the Policy (the "Owner's Interest") shall be equal to the remaining
cash value and death benefits of the Policy, if any, in excess of the Employer's
Interest, reduced by any distributions made to the Owner prior to such date.

2. Premium Payments. The Employer will, contemporaneously with the
execution and delivery of this Agreement, pay as a single cash payment, the sum
of $419,000 representing the entire premium (the "Premium Payment") due with
regard to the Policy. The Owner shall have imputed income each year in an amount
equal to (a) the annual cost of current death benefit protection on the life of
the Owner, measured by the lower of (i) the PS 58 rate, as set forth in Revenue
Ruling 55-747 (or the corresponding applicable provision of any future Revenue
Ruling), or (ii) the Insurer's current published premium rate for annually
renewable term insurance for standard risks plus, without duplication, (b)
one-tenth of the Premium Payment. The "Unamortized Premium Payment" shall
initially equal the Premium Payment, and shall be reduced by 2.5% of the Premium
Payment on each October 1, January 1, March 1 and July 1 during the term of this
Agreement.

3. Death Benefit Amounts.

a. In the event of Owner's death prior to the termination of
this Agreement, the death benefit payable to the Employer (or the Employer's
designated beneficiaries) under this Agreement shall be equal to the Employer's
Interest in the Policy at the time of Owner's death.

b. In the event of the Owner's death prior to the termination
of this Agreement, the death benefit payable to the Owner (or the Owner's
designated beneficiaries) shall be the excess of the total death proceeds under
the Policy less the

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<PAGE>

amount payable to the Employer (or the Employer's designated beneficiaries).
Following the termination of this Agreement and upon the satisfaction of the
Employer's Interest in the Policy, the Owner's death benefit will be equal to
the total death benefit provided by the Policy.

c. Owner understands that sufficiency of cash value in the
Policy to provide expected amounts of death benefit under this Agreement may
vary as a result of Policy performance and duration of premium payments and this
is in no event guaranteed by the Employer or the Insurer.

4. Ownership and Rights in the Policy.

a. The Policy will be owned exclusively by the Owner. While
this Agreement is in effect, the Employer has a security interest in the Policy
under this Agreement limited exclusively to the Employer's Interest in the
Policy; provided, however, this paragraph 4 shall not in any way limit or affect
the obligations or rights of the parties under that Exercise Agreement.

b. The Owner shall have the right to make any investment
choices permitted by the Policy and that appear on Exhibit A hereto with respect
to the cash value of the Policy. Any other investment choices will require the
consent of the Employer.

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<PAGE>

rights in the Policy other than those specifically mentioned in this Agreement
must be exercised with the written consent of both the Owner and the Employer.

d. Notwithstanding anything to the contrary in this Agreement,
Owner shall have the right to assign ownership of the Policy to an insurance
trust created by the Owner, provided that any such assignment shall be made
expressly subject to the rights and interests of the Employer to the Policy
created under this Agreement and under the Exercise Agreement and the trustee
thereof shall have executed such instrument as the Employer may reasonably
request confirming such rights and interests of the Employer.

5. Assignment of Policy to Secure Employer's Payments. To secure
Employer's Interest in the Policy under this Agreement, Owner will collaterally
assign the Policy to the Employer by signing the separate Collateral Assignment.
The Collateral Assignment cannot be altered without the Employer's, Owner's and
Insurer's consent.

6. Termination of Split Dollar Agreement. This Agreement will terminate
upon the earliest to occur of the following:

a. Death of the Owner and the payment to Employer of all
amounts due it hereunder;

b. Written agreement of both the Owner and the Employer to
terminate this Agreement;

c. Termination of Owner's employment; provided however, that
if the Employer and Owner are parties to a Supplemental Employment Agreement
substantially in the form of Exhibit 4.11 to the Second Amended and Restated
Employment Agreement dated as of ______, between Employer and Owner, Owner shall
be deemed to

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<PAGE>

be employed by Employer only if Employee has elected to be bound by Section
5.2(a) thereof; or

d. A release of the Collateral Assignment pursuant to Section
7 herein. Upon termination of this Agreement, the Employer shall receive the
Employer's Interest in the Policy as soon as is practical, but in no event shall
receipt be later than sixty (60) days from the earliest of the dates listed
above. In the event of termination of this Agreement for reason other than the
death of the Owner, the payment of the Employer's Interest in the Policy and
under this Agreement shall be satisfied either directly from the cash value of
the Policy or by direct payment by the Owner, at the discretion of the Owner. In
this event, the recovery of the Employer's Interest shall be limited to the cash
value of the Policy at that time. In the event of termination of this Agreement
by reason of the death of the Owner, the Employer's Interest in the Policy and
under this Agreement shall be satisfied through direct payment from the Insurer
from the Policy proceeds.

7. Release of Collateral Assignment. Upon receipt of the Employer's
Interest in the Policy, as provided above, either whether from the Policy, or
from the Owner, the Employer will release the Collateral Assignment. Upon
satisfaction of the Employer's Interest in the Policy, the Owner shall have
unrestricted ownership to the Policy, subject to the terms of the Exercise
Agreement.

8. Miscellaneous.

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<PAGE>

exist. This Agreement may be amended at any time by written agreement signed on
behalf of the Employer and by the Owner.

b. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Employer and its successors and assigns, and to the
Owner and the Owner's heirs, executor or personal representative and
beneficiaries.

c. Notices. Any notice, consent or demand required or
permitted under this Agreement shall be made in writing and shall be signed by
the party making the notice, consent, or demand. Such notice shall be sent by
United States certified mail, postage pre-paid and shall be sent to the other
party's last known address as shown on the records of the Employer. The date of
such mailing shall be deemed to be the date of such notice, consent or demand.

d. Governing Law. This Agreement shall be governed by and be
construed in accordance with the laws of the State of Maryland, without
reference to the conflicts of laws provisions thereof.

9. Claims Procedures.

a. Claimants. Any person or entity claiming a benefit,
requesting an interpretation or ruling under the Plan (hereinafter referred to
as "Claimant") shall present the request in writing to the Employer, which shall
respond in writing as soon as practicable. If the claim or request is denied,
the written notice of denial shall state the reason for denial, with specific
reference to the provisions on which the denials is based, a description of any
additional material or information required and an explanation of why it is
necessary, and an explanation of the program's claims review procedure.

-7-
<PAGE>

b. Review of Claim. Any Claimant whose claim or request is
denied or who has not received a response within sixty (60) days may request a
review by notice given in writing to the Employer. Such request must be made
within sixty (60) days after receipt by the Claimant of the written notice of
denial, or in the event Claimant has not received a response sixty (60) days
after receipt by the Employer of Claimant's claim or request. The claim or
request shall be reviewed by the Employer which may, but shall not be required
to, grant the Claimant a hearing. On review, the Claimant may have
representation, examine pertinent documents, and submit issues and comments in
writing.

c. Final Decision. The decision or review shall normally be
made within sixty (60) days after the Employer's receipt of Claimant's claim or
request. If an extension of time is required for a hearing or other special
circumstances, the Claimant shall be notified and the time limit shall be one
hundred twenty (120) days. The decision shall be in writing and shall state the
reason and the relevant provisions. All decisions on review shall be final and
bind all parties concerned.

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<PAGE>

IN WITNESS WHEREOF, the Employer and the Owner have executed and
delivered this Split Dollar Agreement, which is effective as of the effective
date of the Policy described herein.

AMERICAN CAPITAL STRATEGIES. LTD.

By:
--------------------------------
Name:
-------------------------
Title:
-------------------------

OWNER

------------------------------------

- -------------------------
Witness

-9-

Exhibit 10.9

OPTIONEE: Roland Cline

DATE OF EXERCISE: June 7, 1999

OPTION PRICE: $15.00

COVERED SHARES: 181,032

AMERICAN CAPITAL STRATEGIES, LTD.
1997 STOCK OPTION PLAN

* * *

STOCK OPTION EXERCISE AGREEMENT

1. 1. Definitions. In this Agreement, except where the context otherwise
indicates, the following definitions apply: