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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): November 1, 2000
BLC FINANCIAL SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
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<S> <C>
001-14065 75-1430406
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(Commission File Number) (I.R.S. Employer Identification No.)
645 MADISON AVENUE, 19TH FLOOR 10022-1010
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NEW YORK, NEW YORK
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(Address of Principal Executive Offices) (Zip Code)
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(212) 751-5626
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On October 31, 2000, BLC Financial Services, Inc. ("BLC"), Allied
Capital Corporation ("Allied Capital") and Allied Capital B Sub Corporation, a
wholly owned subsidiary of Allied Capital ("Merger Sub"), entered into an
Agreement and Plan of Merger dated as of October 31, 2000 (the "Merger
Agreement"). The Merger Agreement provides for the merger of Merger Sub with and
into BLC.
Immediately prior to the merger, a new class of common stock,
Class B Common Stock, $.01 par value, of BLC (the "Class B Common Stock") will
be authorized and the common stock, $.01 par value, of BLC (the "Common Stock"
and together with the Class B Common Stock, the "BLC Stock") held by certain
stockholders of BLC and Futuronics Corporation will be exchanged for an equal
number of shares of the Class B Common Stock. In the merger, (a) each share of
Common Stock outstanding at the effective time of the merger will be converted
into 0.180 shares (the "Exchange Ratio") of common stock, $.0001 par value, of
Allied Capital (the "Allied Capital Common Stock") and (b) each share of Class B
Common Stock outstanding at the effective time of the merger will be converted
into one share of Common Stock. The consummation of the merger is subject to
certain customary conditions, including the approval of the U.S. Small Business
Administration, the expiration or termination of any applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the approval
of the holders of BLC Stock.
Pursuant to a Voting and Support Agreement, dated as of October
31, 2000, among Allied Capital and certain stockholders of BLC, such
stockholders have agreed to vote their shares of Common Stock in favor of the
merger.
The information set forth in the press release, the Merger
Agreement, the Voting Agreement and attached hereto as exhibits is incorporated
herein by reference in its entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Agreement and Plan of Merger dated as of October 31, 2000
by and among Allied Capital Corporation, Allied Capital B
Sub Corporation and BLC Financial Services, Inc. (without
schedules).
99.2 Voting and Support Agreement dated October 31, 2000 by and
among Allied Capital Corporation, Robert Tannenhauser,
Carol Tannenhauser, David Tannenhauser, Emily
Tannenhauser, Peter Blanck, Richard Blanck, Jennifer
Goldstein, Diane
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Rosenfeld, R. Matthew McGee and Futuronics Corporation
(without schedules).
99.3 Press Release dated November 1, 2000 issued by Allied
Capital announcing the execution of the Merger Agreement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BLC Financial Services, Inc.
By: /s/ Jennifer Goldstein
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Jennifer Goldstein,
Chief Financial Officer
November 7, 2000
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EXHIBIT INDEX
Item No.
99.1 Agreement and Plan of Merger dated as of October 31, 2000 by and
among Allied Capital Corporation, Allied Capital B Sub
Corporation, and BLC Financial Services, Inc. (without
schedules).
99.2 Voting and Support Agreement dated October 31, 2000 by and among
Allied Capital Corporation, Robert Tannenhauser, Carol
Tannenhauser, David Tannenhauser, Emily Tannenhauser, Peter
Blanck, Richard Blanck, Jennifer Goldstein, Diane Rosenfeld, R.
Matthew McGee and Futuronics Corporation.
99.3 Press Release dated November 1, 2000 issued by Allied Capital
announcing the execution of the Merger Agreement.
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