ALLIED CAPITAL CORP II
10-Q, 1996-08-13
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<PAGE>   1
                                   Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

 Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
                                 Act of 1934


For the quarterly period                               Commission file number:
ended JUNE 30, 1996                                            0-18016        
      -------------                                    -----------------------


                        ALLIED CAPITAL CORPORATION II             
            ------------------------------------------------------
            (exact name of Registrant as specified in its charter)


       MARYLAND                                                52-1628801     
- -----------------------                                -----------------------
(State or jurisdiction of                                   (IRS Employer
incorporation or organization)                            Identification No.)

                       C/O ALLIED CAPITAL ADVISERS, INC.
                              1666 K STREET, N.W.
                                   9TH FLOOR
                            WASHINGTON, DC   20006              
               -------------------------------------------------
                   (Address of principal executive offices)


Registrant's telephone number, including area code: (202) 331-1112
                                                    --------------


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods as the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  YES   X    NO  
                                                --- -----  --  -----     

On August 5, 1996 there were 7,292,570 shares outstanding of the Registrant's
common stock, $1 par value.
<PAGE>   2

                 ALLIED CAPITAL CORPORATION II AND SUBSIDIARIES
                                FORM 10-Q INDEX


PART I.   FINANCIAL INFORMATION

  Item 1. Financial Statements

        Consolidated Balance Sheet as of June 30, 1996
        and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . .  1

        Consolidated Statement of Operations - For the Three and Six 
        Months Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . .  2

        Consolidated Statement of Changes in Net Assets - For the Six 
        Months Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . .  3

        Consolidated Statement of Cash Flows - For the Six Months Ended
        June 30, 1996 and 1995  . . . . . . . . . . . . . . . . . . . . . .  4

        Notes to Consolidated Financial Statements  . . . . . . . . . . . .  5

  Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations . . . . . . . . . . . . . . . . . . .  6


PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .  8

  Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . .  8

  Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . .  8

  Item 4. Submission of Matters to a Vote of Security Holders . . . . . . .  8

  Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . .  8

  Item 6. Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . .  8

  Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
<PAGE>   3
                         PART I - Financial Information

Item 1.   Financial Statements



                 ALLIED CAPITAL CORPORATION II AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                    (in thousands, except number of shares)

<TABLE>
<CAPTION>
                                                                                 June 30, 1996               December 31, 1995
                                                                                 -------------               -----------------
                                                                                   (unaudited)
 <S>                                                                              <C>                              <C>
 Assets

 Investments at value:

   Loans and debt securities (cost: 1996 - $80,171; 1995 - 
     $86,474)  . . . . . . . . . . . . . . . . . . . . . . . . . .                $ 75,917                         $ 84,235

   Equity securities (cost: 1996 - $5,076; 1995 - $5,538)  . . . .                  13,227                           13,548

   Other investment assets (cost: 1996 - $1,035; 1995 - $1,514)  .                     995                            1,424
                                                                                   -------                          -------

          Total investments  . . . . . . . . . . . . . . . . . . .                  90,139                           99,207

 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . .                  16,989                            6,227

 Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . .                   1,601                            1,735
                                                                                   -------                          -------

          Total assets . . . . . . . . . . . . . . . . . . . . . .                $108,729                         $107,169
                                                                                   =======                          =======


 Liabilities

 Investment advisory fee payable . . . . . . . . . . . . . . . . .                $    599                         $    639

 Dividends and distributions payable . . . . . . . . . . . . . . .                      -                             3,403

 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . .                     218                            1,146
                                                                                   -------                         --------
          Total liabilities  . . . . . . . . . . . . . . . . . . .                     817                            5,188
                                                                                   -------                         --------

 Commitments and Contingencies

 Shareholders' Equity

 Common stock, $1 par value; 20,000,000 shares authorized;
   7,292,570 and 7,104,005 shares issued and outstanding at
   6/30/96 and 12/31/95  . . . . . . . . . . . . . . . . . . . . .                   7,293                            7,104

 Additional paid-in capital  . . . . . . . . . . . . . . . . . . .                  95,181                           92,225

 Notes receivable from sale of common stock  . . . . . . . . . . .                  (2,970)                          (2,495)

 Net unrealized appreciation on investments  . . . . . . . . . . .                   3,857                            5,681

 Undistributed (distributions in excess of) accumulated earnings .                   4,551                             (534)
                                                                                   -------                          ------- 

           Total shareholders' equity  . . . . . . . . . . . . . .                 107,912                          101,981
                                                                                   -------                          -------

           Total liabilities and shareholders' equity  . . . . . .                $108,729                         $107,169
                                                                                   =======                          =======
</TABLE>





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       1
<PAGE>   4
                 ALLIED CAPITAL CORPORATION II AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                    (in thousands, except per share amounts)
                                  (unaudited)




<TABLE>
<CAPTION>
                                                                              For the Three Months          For the Six Months
                                                                                 Ended June 30,                Ended June 30,
                                                                                --------------                 ------------- 

                                                                               1996           1995             1996        1995
                                                                            ---------      ---------           ----        ----
 <S>                                                                          <C>            <C>               <C>          <C>
 Investment income:

   Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $ 3,054        $ 2,585           $ 6,087     $ 5,450

   Other income  . . . . . . . . . . . . . . . . . . . . . . . . . . .             25            223                46         290
                                                                               ------         ------            ------      ------
     Total investment income . . . . . . . . . . . . . . . . . . . . .          3,079          2,808             6,133       5,740
                                                                               ------         ------            ------      ------

 Expenses:

   Investment advisory fee . . . . . . . . . . . . . . . . . . . . . .            599            623             1,228       1,214

   Legal and accounting fees . . . . . . . . . . . . . . . . . . . . .             83             55               153         183

   Other operating expenses  . . . . . . . . . . . . . . . . . . . . .            167            151               224         232
                                                                               ------         ------           -------     -------

     Total expenses  . . . . . . . . . . . . . . . . . . . . . . . . .            849            829             1,605       1,629
                                                                               ------         ------            ------      ------


 Net investment income . . . . . . . . . . . . . . . . . . . . . . . .          2,230          1,979             4,528       4,111

 Net realized gains on investments . . . . . . . . . . . . . . . . . .          2,889             56             5,457          96
                                                                               ------         ------            ------      ------
 Net investment income before net unrealized
   appreciation (depreciation) on investments  . . . . . . . . . . . .          5,119          2,035             9,985       4,207

 Net unrealized appreciation (depreciation) on
   investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (2,907)         3,613            (1,824)      4,384
                                                                               ------         ------            ------      ------
 Net increase in net assets resulting from operations  . . . . . . . .        $ 2,212        $ 5,648           $ 8,161     $ 8,591
                                                                               ======         ======            ======      ======



 Earnings per share  . . . . . . . . . . . . . . . . . . . . . . . . .        $  0.30        $  0.81           $  1.13     $  1.24
                                                                               ======         ======            ======      ======



 Weighted average number of shares and share
   equivalents outstanding . . . . . . . . . . . . . . . . . . . . . .          7,276          6,963             7,239       6,952
                                                                              =======        =======           =======     =======
</TABLE>





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       2
<PAGE>   5
                 ALLIED CAPITAL CORPORATION II AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
                    (in thousands, except per share amounts)
                                  (unaudited)





<TABLE>
<CAPTION>
                                                                                 For the Six Months Ended
                                                                                         June 30,
                                                                                         ------- 

                                                                                  1996             1995
                                                                                  ----             ----
<S>                                                                             <C>              <C>
Increase in net assets resulting from operations:

    Net investment income . . . . . . . . . . . . . . . . . . . . . . . .       $  4,528         $  4,111

    Net realized gains on investments . . . . . . . . . . . . . . . . . .          5,457               96

    Net unrealized appreciation (depreciation) on investments . . . . . .         (1,824)           4,384
                                                                                 -------          -------
                                                                                                  
        Net increase in net assets resulting from operations  . . . . . .          8,161            8,591
                                                                                 -------          -------
                                                                                                  
                                                                                                  
Distributions to shareholders . . . . . . . . . . . . . . . . . . . . . .         (4,900)          (3,607)
                                                                                 -------          ------- 
                                                                                                  
Capital share transactions:                                                                       
                                                                                                  
  Net (increase) decrease in notes receivable from sale of common stock .           (475)              99
                                                                                                  
  Issuance of common shares upon the exercise of stock options  . . . . .            800                -
                                                                                                  
  Issuance of common shares in lieu of cash distributions . . . . . . . .          2,345                -
                                                                                 -------          -------
                                                                                                  
      Net increase in net assets resulting from capital share                                            
        transactions  . . . . . . . . . . . . . . . . . . . . . . . . . .          2,670               99
                                                                                 -------          -------

Net Increase in Net Assets  . . . . . . . . . . . . . . . . . . . . . . .          5,931            5,083


Net assets at beginning of period . . . . . . . . . . . . . . . . . . . .        101,981           97,475
                                                                                 -------          -------


Net assets at end of period . . . . . . . . . . . . . . . . . . . . . . .       $107,912         $102,558
                                                                                 =======          =======


Net asset value per share . . . . . . . . . . . . . . . . . . . . . . . .       $  14.80         $  14.78
                                                                                 =======          =======


Shares outstanding at end of period . . . . . . . . . . . . . . . . . . .          7,293            6,938
                                                                                 =======          =======
</TABLE>





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       3
<PAGE>   6
                 ALLIED CAPITAL CORPORATION II AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)



<TABLE>
<CAPTION>
                                                                                For the Six Months Ended
                                                                                         June 30,
                                                                                         ------- 

                                                                                  1996             1995
                                                                                  ----             ----
<S>                                                                              <C>              <C>
Cash Flows From Operating Activities:

  Net increase in net assets resulting from operations  . . . . . . . . .        $ 8,161          $ 8,591

  Adjustments to reconcile net increase in net assets resulting from
   operations to net cash provided by operating activities:

     Net unrealized (appreciation) depreciation on investments  . . . . .          1,824           (4,384)

     Net realized gains on investments  . . . . . . . . . . . . . . . . .         (5,457)             (96)

     Amortization of loan discounts . . . . . . . . . . . . . . . . . . .           (809)            (429)

  Changes in assets and liabilities:

     Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .            134              335

     Investment advisory fee payable  . . . . . . . . . . . . . . . . . .            (40)              44

     Other liabilities  . . . . . . . . . . . . . . . . . . . . . . . . .           (928)            (366)
                                                                                  ------           ------ 

        Net cash provided by operating activities . . . . . . . . . . . .          2,885            3,695
                                                                                  ------           ------
                                                                                  
                                                                                  
Cash Flows From Investing Activities:                                             
                                                                                  
     Investments in small business concerns . . . . . . . . . . . . . . .         (4,844)         (16,040)
                                                                                  
     Collections of loans and debt securities and other investment assets         12,033           11,382
                                                                                  
     Net proceeds from sale of equity securities  . . . . . . . . . . . .          6,321               36
                                                                                  
     Net purchase of U.S. government securities . . . . . . . . . . . . .              -             (338)
                                                                                  
     Collections of notes receivable from sale of common stock  . . . . .             25               99
                                                                                  ------           ------
        Net cash provided by (used in) investing activities . . . . . . .         13,535           (4,861)
                                                                                  ------           ------ 
                                                                                  
Cash Flows From Financing Activities:                                             
                                                                                  
     Issuance of common shares  . . . . . . . . . . . . . . . . . . . . .            300                -
                                                                                  
     Dividends and distributions paid . . . . . . . . . . . . . . . . . .         (5,958)          (5,967)
                                                                                  ------           ------ 
        Net cash used in financing activities . . . . . . . . . . . . . .         (5,658)          (5,967)
                                                                                  ------           ------ 
                                                                                  
Net increase (decrease) in cash and cash equivalents  . . . . . . . . . .         10,762           (7,133)
                                                                                  
                                                                                  
Cash and cash equivalents, beginning of period  . . . . . . . . . . . . .          6,227           11,591
                                                                                  ------           ------

Cash and cash equivalents, end of period  . . . . . . . . . . . . . . . .        $16,989          $ 4,458
                                                                                  ======           ======
</TABLE>




   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       4
<PAGE>   7
                 ALLIED CAPITAL CORPORATION II AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                  (UNAUDITED)


NOTE 1.  GENERAL

         In the opinion of management, the accompanying unaudited consolidated
         financial statements of Allied Capital Corporation II and subsidiaries
         (the Company) contain all adjustments (consisting of only normal
         recurring accruals) necessary to present fairly the Company's
         consolidated financial position as of June 30, 1996 and the results of
         operations, changes in net assets, and cash flows for the periods
         indicated.  Certain information and footnote disclosures normally
         included in the financial statements prepared in accordance with
         generally accepted accounting principles have been condensed or
         omitted.  It is suggested that these consolidated financial statements
         be read in conjunction with the financial statements and notes thereto
         included in the Company's December 31, 1995 Annual Report.  The
         results of operations for the six months ended June 30, 1996 are not
         necessarily indicative of the operating results to be expected for the
         full year.  Certain reclassifications have been made to the 1995
         financial statements in order to conform to the 1996 presentation.

NOTE 2.  DISTRIBUTIONS

         The Company's board of directors declared a second quarter dividend
         equivalent to $0.35 per share payable on June 28, 1996 to shareholders
         of record on June 14, 1996.  In connection with this dividend, the
         Company paid cash of $1,830,000 and distributed new shares of common
         stock to participants in the dividend reinvestment plan with a value
         of $708,000 for a total dividend of $2,538,000.  In addition, the
         Company's board of directors declared a first quarter dividend
         equivalent to $0.33 per share payable on March 29, 1996 to
         shareholders of record on March 15, 1996.  In connection with this
         dividend, the Company paid cash of $1,684,000 and distributed new
         shares of common stock  to participants in the dividend reinvestment
         plan with a value of $678,000 for a total dividend of $2,362,000.

NOTE 3.  COMMITMENTS

         The Company had loan commitments outstanding equal to $7,051,000 at
         June 30, 1996 to invest in various existing and prospective portfolio
         companies.





                                       5
<PAGE>   8
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         RESULTS OF OPERATIONS

         For the Second Quarter Ended June 30, 1996 and 1995.

         The net increase in net assets resulting from operations for the
         quarter ended June 30, 1996 was $2.2 million, a decrease of 61%
         compared to the net increase in net assets resulting from operations
         for the quarter ended June 30, 1995 of $5.6 million.  Earnings were
         $0.30 per share for the second quarter of 1996 as compared to $0.81
         per share for the same quarter in 1995.

         Net investment income increased 12.7% to $2.2 million for the quarter
         ended June 30, 1996 from $2.0 million for the quarter ended June 30,
         1995.  Total investment income increased 9.7% in the second quarter of
         1996 as compared to the same quarter of 1995.  These increases are
         primarily attributable to the Company increasing its investments in
         loans and debt securities that earn a current return and increased
         amortization of loan discounts and points.

         Total expenses increased 2.4% to $849,000 for the quarter ended June
         30, 1996 from $829,000 for the comparable period last year.  The
         Company's investment advisory fee decreased 3.9% to $599,000 for the
         quarter ended June 30, 1996 as compared to $623,000 in the previous
         comparable period.  While total assets of $108.7 million at June 30,
         1996 were higher than $104.3 million at June 30, 1995, cash and cash
         equivalents at June 30, 1996 were $11.4 million higher than the prior
         year.  The advisory fee declined because of the lower fee paid on cash
         and cash equivalents, as compared to the fee paid on assets invested
         in small business concerns.   Legal and accounting fees increased from
         $55,000 for the six months ended June 30, 1995 to $83,000 for the six
         months ended June 30, 1995.  This increase is due to the increased
         legal cost of various corporate matters in 1996.  Other operating
         expenses increased 10.6% for the second quarter of 1996 as compared to
         the second quarter of 1995.

         Net realized gains on investments were $2.9 million for the quarter
         ended June 30, 1996, as the Company successfully liquidated certain
         equity investments in the portfolio and received early payoffs of
         outstanding loans in its portfolio.  Net realized gains on investments
         were $56,000 for the second quarter of 1995.  Net gains are realized
         when the Company sells or otherwise liquidates its investments, and as
         a result may vary significantly from quarter to quarter.

         Net unrealized depreciation for the three months ended June 30, 1996
         was $2.9 million as compared to net unrealized appreciation of $3.6
         million for the three months ended June 30, 1995.  The Company sold
         one portfolio investment during the second quarter that had unrealized
         appreciation at March 31, 1996 of $2.1 million.  When sold, net
         unrealized appreciation was reduced by $2.1 million and the actual net
         gain realized on this investment was included in net realized gains.
         The remaining net unrealized depreciation of $825,000 for the second
         quarter of 1996 is due primarily to the decrease in the value of the
         Company's investment in SunStates Refrigerated Services, Inc. of $1.4
         million.


         For the Six Months Ended June 30, 1996 and 1995.

         Net increase in net assets resulting from operations was $8.2 million,
         or $1.13 per share, for the six months ended June 30, 1996, compared
         to $8.6 million, or $1.24 per share, for the same period in 1995. Net
         investment income and net realized gains for the six months ended June
         30, 1996 increased 10% and 5,584%, respectively, over the comparable
         six-month period of the prior year.  These increases, however, were
         offset by a significant decline in the net unrealized appreciation in
         the investment portfolio.

         During the six months ended June 30, 1996, the Company realized net
         gains on the sale of investments which had net unrealized appreciation
         totaling $3.8 million, or $0.53 per share, that had been previously 
         recognized into net income as net unrealized appreciation.  Thus, upon
         the realization of these gains, the year-to-date 1996 net increase in 
         net assets resulting from operations reflects an offsetting decrease 
         in net unrealized appreciation for the same amount.  As investments in
         the portfolio appreciate, the increase in value is recognized into net
         income as the change in net unrealized appreciation.  When gains are 
         realized on sale, the effect on net income is





                                       6
<PAGE>   9
         computed by reducing net income by an amount equal to any unrealized
         appreciation on the investment recognized in prior periods, and
         increasing net income by the amount of the recognized gain.


         LIQUIDITY AND CAPITAL RESOURCES

         Total assets increased $1.6 million to $108.7 million as of June 30,
         1996 from $107.2 million as of December 31, 1995.  Total investments
         as of June 30, 1996 decreased $9.1 million from December 31, 1995 as
         total repayments and changes in investment valuations during the first
         six months of 1996 were greater than new investments to small
         businesses of $4.8 million.  Cash and cash equivalents increased to
         $17.0 million as of June 30, 1996 from $6.2 million at December 31,
         1995 due to principal repayments on loans and debt securities and
         proceeds received from investment dispositions.

         The Company believes that it has adequate capital to continue to
         satisfy its operating needs, commitments and other future investment
         opportunities that may arise over the year.


         PORTFOLIO CHANGES

         For the six months ended June 30, 1996, the Company's portfolio
         depreciated, net of appreciation, by $1.8 million due to the sale of
         certain investments which resulted in realized gains, changes in
         investment values from the change in market prices for public equity
         investments, and changes in value of certain private investments.

         The sale of certain portfolio investments resulted in unrealized
         appreciation (depreciation) and the recognition of realized gains
         (losses) during the six months ended June 30, 1996 as follows:

<TABLE>
<CAPTION>
                                                                     Unrealized              Realized
                                                                    Appreciation               Gain
                                                                   (Depreciation)             (Loss)
                                                                   --------------         -------------
                 <S>                                                 <C>                   <C>
                 Garden Ridge Corporation (stock) *                  $(1,190,000)          $1,349,000
                 Garden Ridge Corporation (warrants)                  (1,703,000)           3,060,000
                 June Broadcasting, Inc.                              (1,530,000)           1,714,000
                 SunStates Refrigerated Services, Inc. *                 579,000             (579,000)
</TABLE>

                 * Sale of certain stock only.

         The Company's public equity investments which appreciated
         (depreciated) in value during the six months ended June 30, 1996 were:

<TABLE>
<CAPTION>
                                                                      Unrealized
                                                                     Appreciation
                                                                    (Depreciation)
                                                                    --------------
                 <S>                                                  <C>
                 Allied Waste Industries, Inc.                        $1,064,000
                 Esquire Communications, Ltd.                             29,000
                 Garden Ridge Corporation                              1,491,000
                 Labor Ready, Inc.                                     1,280,000
                 Nobel Education Dynamics, Inc.                          769,000
                 Quality Software Products Holdings, PLC                (197,000)
</TABLE>


         In addition, the Company's investments in the following private
         companies also had unrealized depreciation during the six months
         ended June 30, 1996 -- Enviroplan, Inc. - $340,000; SunStates
         Refrigerated Services, Inc. - $1,441,000; and Williams Brothers Lumber
         Company - $346,000.  The remaining investment portfolio had net
         unrealized depreciation during the six months ended June 30, 1996 of
         $289,000.





                                       7
<PAGE>   10
                           Part II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         The Company is not a defendant in any material pending legal
         proceeding and no such material proceedings are know to be
         contemplated.

Item 2.  CHANGES IN SECURITIES

         No material changes have occurred in the securities of the Registrant.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Allied Capital Corporation II held its annual meeting of shareholders
         on May 10, 1996 in North Bethesda, Maryland.  The following directors
         were elected as proposed in the proxy material to serve until the next
         annual shareholders meeting:

<TABLE>
<CAPTION>
          DIRECTOR              FOR              WITHHELD
          --------              ---              --------
  <S>                        <C>                  <C>
      David Gladstone        6,694,274            29,181

  George C. Williams, Jr.    6,692,835            30,620

     William F. Dunbar       6,694,274            29,181

     Lawrence I. Hebert      6,694,274            29,181

       John D. Reilly        6,694,274            29,181

       Smith T. Wood         6,694,274            29,181

       John I. Leahy         6,694,274            29,181

     John D. Firestone       6,693,731            29,724
</TABLE>

         Shareholders also ratified the selection of Matthews Carter & Boyce to
         serve as independent accountants until the next shareholders meeting.
         The Company received 6,662,440 shares voting in favor of ratification,
         17,273 shares voting against the ratification, and 43,737 shares
         abstaining from voting.

Item 5.  OTHER INFORMATION

         None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   List of Exhibits

         11    Statement of Computation of Earnings Per Share

         (b)   Reports on Form 8-K

               No reports on Form 8-K were filed by the Company during the
               quarter ended June 30, 1996.





                                       8
<PAGE>   11
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.

                                   ALLIED CAPITAL CORPORATION II
                                   -----------------------------
                                        (Registrant)



                                   /s/ Jon A. DeLuca                    
                                   -------------------------------------
Date: August 12, 1996              Jon A. DeLuca
      ---------------              Executive Vice President and
                                   Chief Financial Officer     






                                       9

<PAGE>   1
Allied Capital Corporation II and Subsidiaries
Exhibit 11 Statement of Computation of Earnings Per Common Share
Form 10-Q
June 30, 1996


<TABLE>
<CAPTION>
                                                          For the Three Months Ended      For the Six Months Ended
                                                                    June 30,                      June 30,
                                                          ---------------------------    ---------------------------
                                                               1996           1995           1996           1995
                                                          ---------------------------    ---------------------------
<S>                                                         <C>            <C>             <C>            <C>
Primary Earnings Per Share:

     Net Increase in Net Assets Resulting
        from Operations                                     $2,212,000     $5,648,000      $8,161,000     $8,591,000
                                                          ===========================    ===========================

     Weighted average number of
        shares outstanding                                   7,214,944      6,938,191       7,178,527      6,938,191

     Weighted average number of
        shares issuable on exercise
        of outstanding stock options                            61,318         25,059          60,072         14,221
                                                          ---------------------------    ---------------------------
     Weighted average number of shares and
        share equivalents outstanding                        7,276,262      6,963,250       7,238,599      6,952,412
                                                          ===========================    ===========================

     Earnings per Share                                          $0.30          $0.81           $1.13          $1.24
                                                          ===========================    ===========================

Fully Diluted Earnings Per Share:

     Net Increase in Net Assets Resulting
        from Operations                                     $2,212,000     $5,648,000      $8,161,000     $8,591,000
                                                          ===========================    ===========================

     Weighted average number of
        shares and share equivalents
        outstanding as computed for
        primary earnings per share                           7,276,262      6,963,250       7,238,599      6,952,412

     Weighted average of additional
        shares issuable on exercise
        of outstanding stock options                            16,119              -          17,039              -
                                                          ---------------------------    ---------------------------

     Weighted average of shares and
        share equivalents outstanding, as adjusted           7,292,381      6,963,250       7,255,638      6,952,412
                                                          ===========================    ===========================

     Earnings per Share                                          $0.30          $0.81           $1.12          $1.24
                                                          ===========================    ===========================
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from Allied
Capital Corporation II and subsidiaries' consolidated balance sheet and
consolidated statements of operations, changes in net assets and cash flows and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                           86,282
<INVESTMENTS-AT-VALUE>                          90,139
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                            18,590
<TOTAL-ASSETS>                                 108,729
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          817
<TOTAL-LIABILITIES>                                817
<SENIOR-EQUITY>                                  7,293
<PAID-IN-CAPITAL-COMMON>                        95,181
<SHARES-COMMON-STOCK>                            7,293
<SHARES-COMMON-PRIOR>                            7,104
<ACCUMULATED-NII-CURRENT>                        4,551
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         3,857
<NET-ASSETS>                                   107,912
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                6,087
<OTHER-INCOME>                                      46
<EXPENSES-NET>                                   1,605
<NET-INVESTMENT-INCOME>                          4,528
<REALIZED-GAINS-CURRENT>                         5,457
<APPREC-INCREASE-CURRENT>                      (1,824)
<NET-CHANGE-FROM-OPS>                            8,161
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        4,528
<DISTRIBUTIONS-OF-GAINS>                           372
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             55
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                134
<NET-CHANGE-IN-ASSETS>                           5,931
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,228
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  1,605
<AVERAGE-NET-ASSETS>                           104,947
<PER-SHARE-NAV-BEGIN>                            14.36
<PER-SHARE-NII>                                   0.63
<PER-SHARE-GAIN-APPREC>                           0.50
<PER-SHARE-DIVIDEND>                              0.68
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.80
<EXPENSE-RATIO>                                   1.53
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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