sctovi
As filed with the Securities and Exchange Commission on
May 23, 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
ALLIED CAPITAL CORPORATION
(Name of Subject Company (issuer))
Certain Options to Purchase Common Stock,
Par Value $0.0001 per share
(Title of Class of Securities)
01903Q 10 8
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
William L. Walton, Chairman and Chief Executive Officer
Allied Capital Corporation
1919 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-3434
(Name, address and telephone number of person authorized to
receive
notices and communications on behalf of filing person)
Copies to:
Steven B. Boehm, Esq.
Cynthia M. Krus, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, DC 20004-2415
CALCULATION OF FILING FEE
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| TRANSACTION VALUATION* |
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AMOUNT OF FILING FEE** |
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$74,550,000
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$7,977 |
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| * |
Calculated solely for purposes of determining the filing fee and
determined pursuant to
Rule 0-11(b) of
the Securities Exchange Act of 1934. This amount assumes that a
maximum of 2,500,000 shares of common stock will be issued
in connection with this offer based on the average of the high
and low sales price of the common stock on May 17, 2006. |
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| ** |
The amount of the filing fee, calculated in accordance with the
Securities Exchange Act of 1934, as amended by Fee Rate Advisory
No. 2 for Fiscal Year 2006, effective November 27,
2005, equals $107.00 per million dollars of the value of the
securities. |
o
Check the box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify persons
filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount Previously Paid:
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Not Applicable |
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Form or Registration No.:
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Not Applicable |
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Filing Party:
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Not Applicable |
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Date Filed:
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Not Applicable |
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Check the box if the filing relates solely to
preliminary communications made before the commencement of a
tender offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
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Third-party tender offer subject to Rule 14d-1. |
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Issuer tender offer subject to Rule 13e-4. |
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Going-private transaction subject to
Rule 13e-3. |
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Amendment to Schedule 13D under
Rule 13d-2. |
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
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| Item 1. |
Summary Term Sheet. |
The information set forth in the Offer to Exchange Options,
dated ,
2006 (the “Offer to Exchange Options”), attached
hereto as Exhibit 99(a)(1)(A), and under the “Summary
of Terms,” attached hereto as Exhibit 99(a)(1)(C), is
incorporated herein by reference.
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| Item 2. |
Subject Company Information. |
(a) Name and Address. The name of the issuer is
Allied Capital Corporation, a Maryland corporation (the
“Company”), the address of its principal executive
office is 1919 Pennsylvania Avenue, N.W., Washington, D.C.
20006-3434 and the telephone number of its principal executive
office is (202) 721-6100.
(b) Securities. This Tender Offer Statement on
Schedule TO relates to an offer by the Company to certain
of its officers and directors (the “Eligible Holders”)
to exchange all Eligible Options (as defined below) for an
option cancellation payment (the “OCP”). The OCP will
represent the right to receive an amount equal to the difference
between the Weighted Average Market Price (as defined below)
multiplied by the number of shares of the Company’s common
stock underlying the Eligible Options, less the aggregate
exercise price of the Eligible Options, and will be payable
one-half in cash and one-half in shares of the Company’s
common stock, all upon the terms and subject to the conditions
described in the Offer to Exchange Options, the Summary of Terms
and the related Letter of Transmittal attached hereto as
Exhibit 99.(1)(B) (the “Letter of Transmittal,”
and together with the Offer to Exchange Options and the Summary
of Terms, the “Offer”). “Eligible Options”
means all outstanding and vested options that were issued under
the Amended Stock Option Plan (the “Plan”), and which
have, as of the first day of the offer period, an exercise price
of less than the Weighted Average Market Price.
An option holder is an “Eligible Holder” if he or she
(i) holds Eligible Options, (ii) is currently an
officer or director of the Company, and (iii) remains an
officer or director of the Company through expiration of the
offer period.
The “Weighted Average Market Price” is equal to the
volume weighted average price of the Company’s common stock
on the New York Stock Exchange (“NYSE”) over the
fifteen trading days preceding the first day of the offer period.
As
of ,
2006, there
were Eligible
Options.
The information set forth in the Summary of Terms and in the
Offer to Exchange is incorporated herein by reference.
(c) Trading Market and Price. The information set
forth in the Offer to Exchange Options under Section 7
(“Price Range of Common Stock”) is incorporated herein
by reference.
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| Item 3. |
Identity and Background of Filing Person. |
(a) Name and Address. The information set forth
under Item 2(a) above is incorporated herein by reference.
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| Item 4. |
Terms of the Transaction. |
(a) Material Terms. The information set forth in the
Offer to Exchange Options under the “Summary of
Terms”, Section 1 (“Exchange of Options and
Expiration Date”), Section 3 (“Procedures”),
Section 5 (“Acceptance of Options for Exchange”),
Section 6 (“Conditions of the Offer”),
Section 8 (“Terms of the Amended Stock Option
Plan”), Section 9 (“Accounting Consequences of
the Offer”), Section 10 (“Legal Matters;
Regulatory Approvals”), Section 11 (“Material
U.S. Federal Income Tax Consequences”) and
Section 12 (“Extension of the Offer; Termination;
Amendment”) is incorporated herein by reference.
(b) Purchases. The information set forth in the
Offer to Exchange Options under Section 1 (“Exchange
of Options; Expiration Date”) is incorporated herein by
reference.
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| Item 5. |
Past Contacts, Transactions, Negotiations and
Agreements. |
(e) Agreements Involving the Subject Company’s
Securities. The information set forth in the Offer to
Exchange Options under Section 8 (“Terms of the
Amended Stock Option Plan”) is incorporated herein by
reference.
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| Item 6. |
Purposes of the Transaction and Plans or Proposals. |
(a) Purposes. The information set forth in the Offer
to Exchange Options under Section 2 (“Purpose of the
Offer”) is incorporated herein by reference.
(b) Use of Securities Acquired. The information set
forth in the Offer to Exchange Options under Section 5
(“Acceptance of Options for Exchange”) and
Section 9 (“Accounting Consequences of the
Offer”) is incorporated herein by reference.
(c) Plans. The information set forth in the Offer to
Exchange Options under the “Summary of Terms” section,
Section 2 (“Purpose of the Offer”),
Section 8 (“Terms of Amended Stock Option Plan”)
and Section 15 (“Risk Factors”) is incorporated
herein by reference.
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| Item 7. |
Source and Amount of Funds or Other Consideration. |
(a) Source of Funds. The Company intends to use
available working capital to fund the offer. The cash portion of
the OCP will be paid to the optionee net of required payroll and
income tax withholding amounts related to the entire OCP. The
Company has elected to make one-half of the OCP payable in cash
so that officers and directors would not be required to sell
shares of the Company’s common stock in order to satisfy
income tax liabilities resulting from the exchange. In addition,
option holders electing to participate in the offer will not
have to pay brokerage or other transactional fees typically
associated with option exercises in the market.
(b) Conditions. The information set forth in the
Offer to Exchange Options under Section 6 (“Conditions
of the Offer”) is incorporated herein by reference.
(d) Borrowed Funds. Not applicable.
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| Item 8. |
Interest in Securities of the Subject Company. |
(a) Securities Ownership. The information set forth
in the Offer to Exchange Options under Section 8
(“Terms of Amended Stock Option Plan”) is incorporated
herein by reference.
(b) Securities Transactions. The information set
forth in the Offer to Exchange Options under Section 8
(“Terms of Amended Stock Option Plan”) is incorporated
herein by reference.
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| Item 9. |
Persons/ Assets, Retained, Employed, Compensated or
Used. |
(a) Solicitations or Recommendations. Not applicable.
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| Item 10. |
Financial Statements. |
(a) Financial Information. Item 8
(“Financial Statements and Supplementary Data”) of
Part II of the Company’s Annual Report on
Form 10-K for the
fiscal year ended December 31, 2005 (filed on
March 13, 2006) and Item 1 (“Financial Statements
(Unaudited)”) of Part I of the Company’s
Quarterly Report on
Form 10-Q for the
quarterly period ended March 31, 2006 (filed on May 8,
2006) are incorporated herein by reference.
(b) Pro Forma Financial Information. Not applicable.
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| Item 11. |
Additional Information. |
(a) Agreements, Regulatory Requirements and Legal
Proceedings. The information set forth in the Offer to
Exchange Options under Section 10 (“Legal Matters;
Regulatory Approvals”) is incorporated herein by reference.
(b) Other Material Information. The entire text of
the Offer to Exchange Options and the related Letter of
Transmittal, attached hereto as Exhibit 99(a)(1)(B), are
incorporated herein by reference.
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| Exhibit |
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Description |
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99(a)(1)(A) |
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Offer to Exchange Options |
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99(a)(1)(B)* |
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Letter of Transmittal |
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99(a)(1)(C) |
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Summary of Terms of Offer to Exchange Options |
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99(a)(1)(D)* |
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Election Form |
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99(a)(1)(E)* |
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Withdrawal Form |
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99(a)(1)(F) |
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Amended Stock Option Plan. (Incorporated by reference to
Exhibit B of Allied Capital’s definitive proxy
statement for Allied Capital’s 2004 Annual Meeting of
Stockholders filed on March 30, 2004). |
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99(a)(1)(G) |
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Allied Capital Corporation Annual Report on Form 10-K for
its fiscal year ended December 31, 2005, filed with the
Securities and Exchange Commission on March 13, 2006 and
incorporated herein by reference. |
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99(a)(1)(H) |
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Definitive Schedule 14A relating to the Allied Capital
Corporation Annual Meeting of Stockholders held on May 16,
2006, filed with the Securities and Exchange Commission on
April 7, 2006, and incorporated herein by reference. |
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99(a)(1)(I) |
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Allied Capital Corporation Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2006, filed with
the Securities and Exchange Commission on May 8, 2006, and
incorporated herein by reference. |
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99(b) |
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Not applicable. |
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99(g) |
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Not applicable. |
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99(h) |
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Not applicable. |
* To be filed by amendment.
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| Item 13. |
Information Required by Schedule 13E-3. |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
Dated: May 23, 2006
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ALLIED CAPITAL CORPORATION |
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By: |
/s/ Suzanne V. Sparrow |
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Name: Suzanne V. Sparrow |
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Title: Executive Vice President and Secretary |