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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-27812
MEDALLION FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE No. 04-3291176
(State of Incorporation) (IRS Employer Identification No.)
437 MADISON AVE, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
(212) 328-2100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that 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
--- ---
Number of shares of Common Stock outstanding at the latest practicable date,
April 30, 1998:
Class Outstanding PAR VALUE SHARES OUTSTANDING
----------------- --------- ------------------
Common Stock.......................... $.01 12,882,996
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The undersigned registrant hereby amends Item 6 of its Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1998, as set forth below, to
include Exhibit 10.2 and to add an electronic copy of Exhibit 10.1, an exhibit
previously filed in paper format pursuant to a temporary hardship exemption.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3.1 Medallion Financial Corp. Restated Certificate of Incorporation. Filed as
Exhibit 3.1 to the Company's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996 and incorporated by reference herein.
3.2 Medallion Financial Corp. Restated By-Laws. Filed as Exhibit b to the
Company's Registration Statement on Form K-2 (File No. 333-1670) and
incorporated by reference herein.
4.1 Debenture due April 1, 1997 in the amount of $1,500,000 issued by Edwards
Capital Company and payable to Chemical Bank as Trustee under the Trust
Agreement dated January 15, 1987 among the Trustee, the U.S. Small Business
Administration and SBIC Funding Corporation (the "Trust Agreement"). Filed
as Exhibit f.2 to the Company's Registration Statement on Form N-2 (File
No. 333-1670) and incorporated by reference herein.
4.2 Debenture due June 1, 1998 in the amount of $3,000,000 issued by Edwards
Capital Company and payable to Chemical Bank under the Trust Agreement.
Filed as Exhibit f.3 to the Company's Registration Statement on Form N-2
(File No. 333-1670) and incorporated by reference herein.
4.3 Debenture due September 1, 2002 in the amount of $3,500,000 issued by
Edwards Capital Company and payable to Chemical Bank as Trustee under the
Amended and Restated Trust Agreement dated March 1, 1990 among the Trustee,
the U.S. Small Business Administration and SBIC Funding Corporation (the
"Amended Trust Agreement"). Filed as Exhibit f.4 to the Company's
Registration Statement on Form N-2 (File No. 333-1670) and incorporated by
reference herein.
4.4 Debenture due September 1, 2002 in the amount of $6,050,000 issued by
Edwards Capital Company and payable to Chemical Bank under the Amended
Trust Agreement. Filed as Exhibit f.5 to the Company's Registration
Statement on Form N-2 (File No. 333-1670) and incorporated by reference
herein.
4.5 Debenture due June 1, 2004 in the amount of $4,600,000 issued by Edwards
Capital
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Company and payable to Chemical Bank under the Amended Trust Agreement.
Filed as Exhibit f.6 to the Company's Registration Statement on Form N-2
(File No. 333-1670) and incorporated by reference herein.
4.6 Debenture due September 1, 2004 in the amount of $5,100,000 issued by
Edwards Capital Company and payable to Chemical Bank under the Amended
Trust Agreement. Filed as Exhibit f.7 to the Company's Registration
Statement on Form N-2 (File No. 333-1670) and incorporated by reference
herein.
4.7 Letter Agreement, dated September 8, 1992, between the U.S. Small Business
Administration and Edwards Capital Company regarding limit on incurrence of
senior indebtedness, as amended on January 17, 1996. Filed as Exhibit f.8
to the Company's Registration Statement on Form N-2 (File No. 333-1670) and
incorporated by reference herein. Letter dated September 19, 1996 from the
U.S. Small Business Administration to Edwards Capital Corp. amending such
Letter Agreement was filed as Exhibit 4.7 to the Company's Annual Report on
Form 10-K/A for the fiscal year ended December 31, 1996 and is incorporated
by reference herein.
4.8 Debenture due June 1, 2002 in the amount of $5,640,000 issued by
Transportation Capital Corp: and payable to Chemical Bank under the Amended
Trust Agreement. Filed as Exhibit f.10 to the Company's Registration
Statement on Form N-2 (File No. 333-1670) and incorporated by reference
herein.
10.1 (CE) Commercial Paper Dealer Agreement [4(2) Program] between Medallion
Funding Corp., as issuer, and Smith Barney Inc., as dealer, dated as of
March 13, 1998. Filed herewith.
10.2 Agency Agreement, by and between Medallion Funding Corp. and Bank of
Montreal Trust Company, dated as of March 13, 1998.
27 Medallion Financial Corp. Financial Data Schedule.
(b) Reports on Form 8-K.
There were no reports on Form 8-K were filed during the fiscal quarter
ended March 31, 1998.
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MEDALLION FINANCIAL CORP.
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 THEREUNTO DULY AUTHORIZED.
MEDALLION FINANCIAL CORP.
Date: May 26, 1998 By: /s/ Daniel F. Baker
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Daniel F. Baker
Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer)
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