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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
ALLIED CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1081052
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1919 Pennsylvania Avenue NW
Washington, DC 20006
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(Address of principal executive offices, Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A. (c), check the following box. /X/
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A. (c), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Securities Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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COMMON STOCK NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Securities Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to Be Registered.
Registrant incorporates herein by reference to "Description of Securities" in
the Registrant's Post-Effective Amendment No. 3 of the Form N-2 filed with the
Securities and Exchange Commission and dated May 15, 2001, File No. 333-43534,
and incorporates herein by reference to "Description of Securities" in the
Prospectus filed on May 25, 2001, by Registrant pursuant to Rule 497, a
description of the Registrant's Common Stock.
Item 2. Exhibits.
Exhibit
Number Exhibit Description
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1 Articles of Amendment and Restatement of the Articles of Incorporation,
(incorporated by reference to exhibit 3(i) filed with Allied Capital
Lending Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996 as filed on March 31, 1997).
2 Articles of Merger (incorporated by reference from Appendix B to the
Registrant's registration statement on Form N-14 filed on September 26,
1997 File No. 333-36459)).
3 Amendment to the Amended and Restated Articles of Incorporation
(incorporated by reference from exhibit a.3 filed with Post-effective
Amendment No. 2 to the Registrant's registration statement on Form N-2
dated March 21, 2001 (File No. 333-43534)).
4 Bylaws (incorporated by reference to exhibit 3.3 filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999 filed on
March 29, 2000).
5 Specimen certificate of the Registrant's Common Stock, par value $0.0001 per share
(incorporated by reference to Exhibit 2d filed with the Registrant's Post-Effective
Amendment No. 2 to Form N-2 dated May 5, 1998 (File No. 333-51899).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ALLIED CAPITAL CORPORATION
Date: May 31, 2001 By: /s/ William L. Walton
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Chairman and Chief Executive Officer