1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 26, 1997
ALLIED CAPITAL LENDING CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 814-138 52-1081052
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
c/o Allied Capital Advisers, Inc. 1666 K Street, N.W., 9th Floor /
Washington, D.C. 20006-2803
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202) 331-1112
----------------------------
(Not applicable)
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
On September 26, 1997, the Registrant filed a registration statement on Form
N-14 (the "Registration Statement") with the U.S. Securities and Exchange
Commission in connection with the merger of Allied Capital Corporation, Allied
Capital Corporation II, Allied Capital Commercial Corporation and Allied
Capital Advisers, Inc. with and into the Registrant in a stock-for-stock merger
which incorporated by reference the documents listed below. As set forth
below, the Registrant hereby incorporates by reference such documents into this
Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 on
Form 8-K (this "Form 8-K").
1. ALLIED CAPITAL CORPORATION (ALLIED I): The following information with
respect to Allied I is hereby incorporated by reference into this Form
8-K:
(a) Allied I's Annual Report on Form 10-K for the year ended
December 31, 1996;
2
(b) The portions of Allied I's definitive proxy statement
dated March 24, 1997 that were incorporated by reference in
Allied I's Annual Report on Form 10-K for the year ended
December 31, 1996;
(c) The portions of Allied I's Annual Report to Stockholders
dated December 31, 1996 that were incorporated by reference in
Allied I's Annual Report on Form 10-K for the year ended
December 31, 1996; and
(d) Allied I's quarterly reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.
2. ALLIED CAPITAL CORPORATION II (ALLIED II): The following information
with respect to Allied II is hereby incorporated by reference into
this Form 8-K:
(a) Allied II's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The portions of Allied II's definitive proxy statement
dated March 26, 1997 that were incorporated by reference in
Allied II's Annual Report on Form 10-K for the year ended
December 31, 1996;
(c) The portions of Allied II's Annual Report to
Stockholders dated December 31, 1996 that were incorporated by
reference in Allied II's Annual Report on Form 10-K for the
year ended December 31, 1996.
(d) Allied II's quarterly reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997.
3. ALLIED CAPITAL COMMERCIAL CORPORATION (ALLIED COMMERCIAL): The
following information with respect to Allied Commercial is hereby
incorporated by reference into this Form 8-K:
(a) Allied Commercial's Annual Report on Form 10-K for the
year ended December 31, 1996;
(b) The portions of Allied Commercial's definitive proxy
statement dated April 4, 1997 that were incorporated by
reference in Allied Commercial's Annual Report on Form 10-K
for the year ended December 31, 1996;
(c) The portions of Allied Commercial's Annual Report to
Stockholders dated December 31, 1996 that were incorporated by
reference in Allied Commercial's Annual Report on Form 10-K
for the year ended December 31, 1996; and
3
(d) Allied Commercial's quarterly reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997.
4. ALLIED CAPITAL ADVISERS, INC. (ADVISERS): The following information
with respect to Advisers is hereby incorporated by reference into this
Form 8-K:
(a) Advisers' Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The portions of Advisers' definitive proxy statement
dated April 14, 1997 that were incorporated by reference in
Advisers' Annual Report on Form 10-K for the year ended
December 31, 1996;
(c) The portions of Advisers' Annual Report to Stockholders
dated December 31, 1996 that were incorporated by reference in
Advisers' Annual Report on Form 10-K for the year ended
December 31, 1996; and
(d) Advisers' quarterly reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.
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 hereunto duly authorized.
ALLIED CAPITAL LENDING CORPORATION
Date: October 1, 1997 /s/ William L. Walton
---------------------------------------
By: William L. Walton
Director, Chairman and
Chief Executive Officer