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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
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BLC FINANCIAL SERVICES, INC.
(Name of the Issuer)
ALLIED CAPITAL CORPORATION
BLC FINANCIAL SERVICES, INC.
ROBERT F. TANNENHAUSER
JENNIFER M. GOLDSTEIN
RICHARD BLANCK
PETER BLANCK
FUTURONICS CORPORATION
(Names of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
055490106
(CUSIP Number of Class of Securities)
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ROBERT F. TANNENHAUSER WILLIAM L. WALTON
BLC FINANCIAL SERVICES, INC. ALLIED CAPITAL CORPORATION
645 MADISON AVENUE 1919 PENNSYLVANIA AVE., N.W.
NEW YORK, NY 10022 WASHINGTON, DC 20006
(212) 751-5626 (202) 331-1112
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(Name, Address, and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
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with a copy to:
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SIMEON GOLD STEVEN B. BOEHM
WEIL, GOTSHAL & MANGES LLP CYNTHIA M. KRUS
767 FIFTH AVENUE SUTHERLAND ASBILL & BRENNAN LLP
NEW YORK, NY 10153 1275 PENNSYLVANIA AVENUE, NW
(212) 310-8000 WASHINGTON, DC 20004
(202) 383-0100
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$85,707,300 $17,141.46
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* The transaction valuation was determined based upon the 4,200,000 shares
of Allied Capital common stock, par value $0.0001 per share, proposed to
be issued in the transaction.
** The amount of the filing fee, calculated in accordance with Rule 0-11(b)
of the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the securities to be received by holders of BLC
common stock.
[X] Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $22,626.73
(2) Form, Schedule or Registration Statement No.: N-14
(3) Filing Parties: BLC Financial Services, Inc.
Allied Capital Corporation
(4) Date Filed: November 8, 2000
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by: (1) BLC Financial Services, Inc., a Delaware
corporation and the issuer of the equity securities which are the subject of the
transaction ("BLC"), (2) Allied Capital Corporation, a Maryland corporation
("Allied Capital"), (3) Futuronics Corporation, a New York corporation
("Futuronics"), (4) Robert F. Tannenhauser, (5) Jennifer M. Goldstein, (6)
Richard Blanck and (7) Peter Blanck (collectively, the "Filing Persons").
This Schedule 13E-3 relates to the merger of Allied Capital B Sub
Corporation, a Delaware corporation and wholly-owned subsidiary of Allied
Capital ("Merger Sub"), with and into BLC with BLC surviving as an independently
managed, private portfolio company of Allied Capital (the "Merger"). The Merger
will be consummated in accordance with the terms and conditions of the Agreement
and Plan of Merger dated October 31, 2000, among Allied Capital, Merger Sub and
BLC pursuant to which shareholders of BLC will be entitled to receive 0.180
shares of Allied Capital common stock for each share of BLC common stock they
own. In addition, in a separate transaction, Allied Capital will acquire a
corporate shareholder of BLC, Futuronics Corporation ("Futuronics"), for
approximately $9.1 million in cash. After the Merger is completed, Allied
Capital plans to merge its Allied Capital Express small business lending
operations into the new portfolio company. The Merger and related transactions
are more fully described in the N-14 (as defined below).
Concurrently with the filing of this Schedule 13E-3, Allied Capital and BLC
are filing with the Securities and Exchange Commission a joint Proxy
Statement/Prospectus on Form N-14 dated November 8, 2000 (the "N-14"), relating
to the special meeting of shareholders of BLC, and any and all adjournments or
postponements thereof, at which the shareholders of BLC will consider and vote
upon, among other things, a proposal to approve and adopt the merger agreement
and approve the Merger. As a part of the Merger, BLC shareholders will be asked
to approve an amendment to the certificate of incorporation to create a Class B
common stock. Allied Capital and BLC agreed that certain officers, directors and
shareholders would continue as owners of BLC. Upon consummation of the Merger,
Allied Capital, directly and through its ownership of Futuronics, will own
approximately 95% of BLC common stock, and the Continuing Shareholders will own
approximately 5% of BLC common stock.
Pursuant to General Instructions F and G of Schedule 13E-3, the
Proxy/Statement Prospectus on Form N-14 was filed on EDGAR on November 8, 2000
and is incorporated herein by reference. Capitalized terms used but not defined
in this Schedule 13E-3 shall have the meanings given to them in the N-14.
By filing this Schedule 13E-3, none of the Filing Persons concedes that
Rule 13e-3 is applicable to the Merger or the other transactions contemplated by
the merger agreement.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Summary" and "Questions and Answers about
the Merger" in the N-14 is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The information set forth on the cover page to the
Proxy Statement/Prospectus in the N-14 is incorporated herein by reference.
(b) SECURITIES. The information set forth under "Comparison of the Rights
of Allied Capital and BLC Shareholders" in the N-14 is incorporated herein by
reference.
(c) TRADING MARKET AND PRICE. The information set forth under
"Summary -- Comparative Per Share Prices" in the N-14 is incorporated herein by
reference.
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(d) DIVIDENDS. The information set forth under "Summary -- Dividends and
Distributions" and "BLC Business" in the N-14 is incorporated herein by
reference.
(e) PRIOR PUBLIC OFFERINGS. BLC has not made any underwritten offerings or
any offerings under Regulation A. Allied Capital raises new equity from time to
time using a shelf registration statement.
(f) PRIOR STOCK PURCHASES. The information set forth under "BLC Common
Stock Purchase Information" in the N-14 is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) NAME AND ADDRESS, BUSINESS AND BACKGROUND OF ENTITIES AND BUSINESS
AND BACKGROUND OF NATURAL PERSONS. The information set forth on the cover page
to the Proxy Statement/Prospectus and the information set forth under
"Beneficial Ownership of BLC," "The Merger Proposal -- Interests of Certain
Persons in the Merger -- Futuronics Transaction," "Allied Capital
Business -- Allied Capital Management," "Allied Capital Business," "Business of
BLC" and "Business of BLC -- BLC Management" in the N-14 is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) MATERIAL TERMS. The information set forth under "Summary," "The Merger
Proposal," "BLC Special Meeting," "The Merger Agreement -- Certain Federal
Income Tax Consequences," "BLC Business -- Related Party Transactions," "The
Merger Agreement -- Accounting Treatment," "BLC's Reasons for the Merger,"
"Allied Capital's Reasons for the Merger," and "The Merger Proposal -- Interests
of Certain Persons in the Merger -- Futuronics Transaction" in the N-14 is
incorporated herein by reference. Appendix A to the N-14 and Exhibits (a)(4) and
(d)(1) to this Schedule 13E-3 also are incorporated herein by reference in their
respective entireties.
(b) DIFFERENT TERMS. The information set forth under "The Merger
Proposal," "The Merger Proposal-Interests of Certain Persons in the Merger,"
"The Merger Agreement," "The Merger Proposal -- The Exchange," and "The Merger
Proposal -- Interests of Certain Persons in the Merger -- Futuronics
Transaction" in the N-14 is incorporated herein by reference. Appendix A to the
N-14 and Exhibits (a)(4) and (d)(1) to this Schedule 13E-3 also are incorporated
herein by reference in their respective entireties.
(c) APPRAISAL RIGHTS. The information set forth under "The BLC Special
Meeting -- Dissenters' Rights of Appraisal" in the N-14 is incorporated herein
by reference.
(d) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. None.
(e) ELIGIBILITY FOR LISTING OR TRADING. The information set forth under
"The Merger Agreement -- Market Listing" in the N-14 is incorporated herein by
reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)-(c) TRANSACTIONS, SIGNIFICANT CORPORATE EVENTS, NEGOTIATIONS OR
CONTACTS. The information set forth under "The Merger Proposal," "The Merger
Proposal -- Background of the Merger," "The Merger Proposal -- Interests of
Certain Persons in the Merger," "The Merger Agreement," "BLC Business -- Related
Party Transactions," "BLC Common Stock Purchase Information" and "The Merger
Proposal -- Interests of Certain Persons in the Merger -- Futuronics
Transaction" in the N-14 is incorporated herein by reference. Appendix A to the
N-14 and Exhibits (a)(4) and (d)(1) to this Schedule 13E-3 also are incorporated
herein by reference in their respective entireties.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The information
set forth under "The Merger Proposal -- Interests of Certain Persons in the
Merger," "Merger Agreement," "BLC Business-Related Party Transactions," "The
Merger Proposal -- The Exchange" and "The Merger Proposal -- Interests of
Certain Persons in the Merger -- Futuronics Transaction" in the N-14 is
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incorporated herein by reference. Appendix A to the N-14 and Exhibits (a)(4) and
(d)(1) to this Schedule 13E-3 also are incorporated herein by reference in their
respective entireties.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) USE OF SECURITIES ACQUIRED. The information set forth under "The
Merger Proposal" and "BLC's Reasons for the Merger" in the N-14 is incorporated
herein by reference.
(b) PLANS.
(1)-(3) The information set forth under "Summary," "The Merger
Proposal," "The Merger Agreement," and "Allied Capital Business -- Allied
Capital Express" in the N-14 is incorporated herein by reference. Appendix
A to the N-14 is incorporated herein by reference in its entirety.
(4)-(5) The information set forth under "The Merger Proposal," "The
Merger Agreement," "The Merger -- Interests of Certain Persons in the
Merger," "Allied Capital Business -- Allied Capital Express" in the N-14 is
incorporated herein by reference. Appendix A to the N-14 and Exhibits
(a)(4) and (d)(1) to this Schedule 13E-3 also are incorporated herein by
reference in their respective entireties.
(6)-(8) The information set forth under "Summary," "The Merger
Proposal," "The Merger Agreement" and "The Merger Agreement -- Delisting
and Deregistration of BLC Common Stock" in the N-14 is incorporated herein
by reference. Appendix A to the N-14 also is incorporated herein by
reference in its entirety.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS IN A GOING-PRIVATE
TRANSACTION.
(a) PURPOSES. The information set forth under "Summary," "The Merger
Proposal," "BLC's Reasons for the Merger" and "Allied Capital's Reasons for the
Merger" in the N-14 is incorporated herein by reference.
(b) ALTERNATIVES. The information set forth under "The Merger
Proposal -- Background of the Merger" and "The Merger Proposal -- Opinion of
BLC's Financial Advisor" in the N-14 is incorporated herein by reference.
(c) REASONS. The information set forth under "Merger Proposal -- BLC's
Reasons for the Merger," "The Merger Proposal -- Allied Capital's Reasons for
the Merger" and "Merger Proposal -- Opinion of BLC's Financial Advisor" in the
N-14 is incorporated herein by reference.
(d) EFFECTS. The information set forth under "Risk Factors," "The Merger
Proposal -- Interests of Certain Persons in the Merger," "The Merger Proposal,"
"The Merger Agreement -- Federal Securities Law Consequences" and "The Merger
Agreement -- Certain Federal Income Tax Consequences" in the N-14 is
incorporated herein by reference. Appendix A to the N-14 and Exhibits (a)(4),
(d)(1), (h)(1) and (h)(2) to this Schedule 13E-3 also are incorporated herein by
reference in their respective entireties.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) FAIRNESS. The information set forth under "The Merger
Proposal -- Background of the Merger", "The Merger Proposal -- Recommendation of
the BLC Board of Directors", "The Merger Proposal -- Opinion of BLC's Financial
Advisor," "The Merger Proposal -- Advice of Financial Advisor" and "The Merger
Proposal -- Interests of Certain Persons in the Merger" in the N-14 is
incorporated herein by reference.
(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set forth
under "The Merger Proposal -- BLC's Reasons for the Merger," "The Merger
Proposal -- Recommendation of the Board of Directors," "The Merger
Proposal -- Opinion of BLC's Financial Advisor," "The Merger
Proposal -- Interests of Certain Persons in the Merger" in the N-14 is
incorporated herein by reference. Appendix C to the N-14 also is incorporated
herein by reference in its entirety.
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(c) APPROVAL OF SECURITY HOLDERS. The information set forth under
"Summary," "The BLC Special Meeting" and "The Merger Agreement" in the N-14 is
incorporated herein by reference. Appendix A to the N-14 also is incorporated
herein by reference in its respective entireties.
(d) UNAFFILIATED REPRESENTATIVES. The information set forth under "The
Merger Proposal -- Background of the Merger," "The Merger
Proposal -- Recommendation of the Board of Directors," "The Merger -- Interests
of Certain Persons in the Merger," "The Merger Proposal -- Opinion of BLC's
Financial Advisor" and "Merger Agreement" in the N-14 is incorporated herein by
reference. Appendix C to the N-14 also is incorporated herein by reference in
its respective entireties.
(e) APPROVAL OF DIRECTORS. The information set forth under "The Merger
Proposal -- Background of the Merger," "The Merger Proposal -- Recommendation of
the Board of Directors of BLC" and "The Merger Proposal -- Interests of Certain
Persons in the Merger" in the N-14 is incorporated herein by reference.
(f) OTHER OFFERS. The information set forth under "The Merger
Proposal -- Background of the Merger" in the N-14 is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) REPORT, OPINION OR APPRAISAL, PREPARER AND SUMMARY OF THE REPORT,
OPINION OR APPRAISAL AND AVAILABILITY OF DOCUMENTS. The information set forth
under "The Merger Proposal -- Opinion of BLC's Financial Advisor" in the N-14 is
incorporated herein by reference. Appendix C to the N-14 also is incorporated
herein by reference in its entirety.
ITEM 10. SOURCE OR AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b), (d) SOURCE OF FUNDS, CONDITIONS, BORROWED FUNDS. The information
set forth under "The Merger Proposal" and "The Merger Agreement" in the N-14 is
incorporated herein by reference. Appendix A to the N-14 and Exhibit (a)(4) and
(d)(1) to this Schedule 13E-3 are also incorporated herein by reference in their
respective entireties.
(c) EXPENSES. The information set forth under "The Merger
Agreement -- Expenses" in the N-14 is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information set forth under "The Merger
Proposal -- Interests of Certain Persons in the Merger," "The BLC Special
Meeting -- Beneficial Ownership of BLC" and "Allied Capital
Business -- Beneficial Ownership of Allied Capital Common Stock" in the N-14 is
incorporated herein by reference.
(b) SECURITIES TRANSACTIONS. The information set forth under "The BLC
Special Meeting -- BLC Common Stock Purchase Information" in the N-14 is
incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(a) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The
information set forth under "Summary," "The BLC Special Meeting," "The Merger
Proposal -- Interests of Certain Persons in the Merger" and "The Merger
Agreement" in the N-14 is incorporated herein by reference. Appendix A to the
N-14 and Exhibits (a)(4) and (d)(1) to this Schedule 13E-3 also are incorporated
herein by reference in their respective entireties.
(b) RECOMMENDATIONS OF OTHERS. The information set forth under "The Merger
Proposal -- Recommendation of the Board of Directors," "The Merger
Proposal -- Opinion of BLC's Financial Advisor" and "The Merger
Proposal -- Interests of Certain Persons in the Merger" in the N-14 is
incorporated herein by reference.
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ITEM 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The information set forth under "Summary -- BLC
Summary Historical Consolidated Financial Information," "Summary -- Allied
Capital Summary Historical Selected Consolidated Financial Information,"
"Equivalent per Share Data" and "Index to BLC Financial Information" in the N-14
is incorporated herein by reference. Also, please refer to Allied Capital's
Annual Report on Form 10-K for the year ended December 31, 1999 filed with the
Commission, and Allied Capital's Quarterly Report on Form 10-Q for the period
ended September 30, 2000 filed with the Commission.
(b) PRO FORMA INFORMATION. Not Applicable.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a), (b) SOLICITATIONS OR RECOMMENDATIONS, EMPLOYEES AND CORPORATE
ASSETS. The information set forth under "The BLC Special Meeting -- Voting
Information" and "The Merger Proposal" in the N-14 is incorporated herein by
reference.
ITEM 15. ADDITIONAL INFORMATION.
(a) OTHER MATERIAL INFORMATION. The information contained in the N-14, all
Appendices to the N-14 and all Exhibits to this Schedule 13E-3 are incorporated
herein by reference in their respective entireties.
ITEM 16. EXHIBITS.
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(a)(4) Proxy Statement/Prospectus on Form N-14 filed with the
Securities and Exchange Commission on November 8, 2000 and
incorporated herein by reference.
(c)(1) Opinion of Ryan, Beck & Co., Inc. dated , 2000
(incorporated by reference to Appendix C to the N-14).
(d)(1) Agreement and Plan of Merger, dated as of October 31, 2000,
among Allied Capital, BLC and Allied Capital B Sub
Corporation (incorporated by reference to Appendix A to the
N-14).
(d)(2) Voting and Support Agreement, dated as of October 31, 2000,
by and among Allied Capital and the shareholders of BLC
signatory thereto (incorporated by reference to Exhibit
4.a.2 of the N-14).
(d)(3) Form of Resale Agreement with key shareholders of BLC dated
October 31, 2000 (incorporated by reference to Exhibit 4.a.3
of the N-14).
(d)(4) Agreement and Plan of Merger, dated as of October 31, 2000,
among Allied Capital, Futuronics and Allied Capital F Sub
Corporation (incorporated by reference to Exhibit 4.b.1 of
the N-14).
(d)(5) Voting and Support Agreement, dated as of October 31, 2000,
among Allied Capital and the shareholders of Futuronics
signatory thereto (incorporated by reference to Exhibit
4.b.2 of the N-14).
(g)** Proxy Card for Special Meeting of BLC shareholders
(incorporated by reference to Exhibit 17 of the N-14).
(h)(1) Form of Legal Opinion of Weil, Gotshal & Manges LLP
regarding tax consequences (incorporated by reference to
Exhibit 12.m.1 of the N-14).
(h)(2) Legal Opinion of Sutherland Asbill & Brennan LLP regarding
tax consequences (incorporated by reference to Exhibit
12.m.2 of the N-14).
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** To be filed by amendment.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Date: November 6, 2000
BLC FINANCIAL SERVICES, INC.
By: /s/ ROBERT F. TANNENHAUSER
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Name: Robert F. Tannenhauser
Title: Chief Executive Officer
ALLIED CAPITAL CORPORATION
By: /s/ JOAN M. SWEENEY
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Name: Joan M. Sweeney
Title: Managing Director
FUTURONICS CORPORATION
By: /s/ CAROL TANNENHAUSER
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Name: Carol Tannenhauser
Title: Treasurer
INDIVIDUAL FILING PERSONS
/s/ ROBERT F. TANNENHAUSER
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Robert F. Tannenhauser
/s/ JENNIFER M. GOLDSTEIN
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Jennifer M. Goldstein
/s/ PETER BLANCK
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Peter Blanck
/s/ RICHARD BLANCK
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Richard Blanck
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EXHIBIT INDEX
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(a)(4) Proxy Statement/Prospectus on Form N-14 filed with the
Securities and Exchange Commission on November 8, 2000 and
incorporated herein by reference.
(c)(1) Opinion of Ryan, Beck & Co., Inc. dated , 2000
(incorporated by reference to Appendix C to the N-14).
(d)(1) Agreement and Plan of Merger, dated as of October 31, 2000,
among Allied Capital, BLC and Allied Capital B Sub
Corporation (incorporated by reference to Appendix A to the
N-14).
(d)(2) Voting and Support Agreement, dated as of October 31, 2000,
by and among Allied Capital and the shareholders of BLC
signatory thereto (incorporated by reference to Exhibit
4.a.2 of the N-14).
(d)(3) Form of Resale Agreement with key shareholders of BLC dated
October 31, 2000 (incorporated by reference to Exhibit 4.a.3
of the N-14).
(d)(4) Agreement and Plan of Merger, dated as of October 31, 2000,
among Allied Capital, Futuronics and Allied Capital F Sub
Corporation (incorporated by reference to Exhibit 4.b.1 of
the N-14).
(d)(5) Voting and Support Agreement, dated as of October 31, 2000,
among Allied Capital and the shareholders of Futuronics
signatory thereto (incorporated by reference to Exhibit
4.b.2 of the N-14).
(g)** Proxy Card for Special Meeting of BLC shareholders
(incorporated by reference to Exhibit 17 of the N-14).
(h)(1) Form of Legal Opinion of Weil, Gotshal & Manges LLP
regarding tax consequences (incorporated by reference to
Exhibit 12.m.1 of the N-14).
(h)(2) Legal Opinion of Sutherland Asbill & Brennan LLP regarding
tax consequences (incorporated by reference to Exhibit
12.m.2 of the N-14).
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** To be filed by amendment
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