<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 1)
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
ALLIED GROUP, INC.
(NAME OF SUBJECT COMPANY)
NATIONWIDE GROUP ACQUISITION CORPORATION
NATIONWIDE MUTUAL INSURANCE COMPANY
(Bidders)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
019220102
(CUSIP Number of Class of Securities)
W. SIDNEY DRUEN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
NATIONWIDE MUTUAL INSURANCE COMPANY
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
TELEPHONE: (614) 249-7111
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
ERIC M. FOGEL, ESQ.
HAROLD W. NATIONS, ESQ.
HOLLEB & COFF
55 E. MONROE STREET, SUITE 4100
CHICAGO, ILLINOIS 60603
TELEPHONE: (312) 807-4600
This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission on May 19, 1998 by Nationwide Group Acquisition Corporation, an Ohio
corporation and a wholly owned subsidiary of Nationwide Mutual Insurance
Company, an Ohio mutual insurance company, to purchase all outstanding shares
of common stock, no par value (the "Common Shares"), of Allied Group, Inc., an
Iowa corporation, at a price of $47.00 per Common Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 19, 1998 (the "Offer to Purchase")
and in the related Letter of Transmittal. Capitalized terms used and not
defined herein shall have the meanings assigned such terms in the Offer to
Purchase and the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
The date on which Mr. McFerson telephoned Mr. Evans to express
Parent's renewed interest in exploring the possibility of a transaction between
Parent and Allied was May 4, 1998, not May 1, 1998. See Offer to Purchase,
Section 11 - "Background of the Offer; Contacts with the Company," p. 17. All
of the other information set forth under "Background of the Offer; Contacts with
the Company" in the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
On May 15, 1998, the wife of C. Ray Noecker, a director of Nationwide
Mutual Insurance Company, purchased for the benefit of their daughter 100 shares
of Allied Group, Inc. common stock at a price of $27.625 per share, through a
joint account of the Noeckers. On May 26, 1998, all such shares were sold at a
price of $41.50 per share. The transactions were effected through a brokerage
firm.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(22) Text of Des Moines TV Spot Ad.
(a)(23) Text of commercial: "Pass It On."
(a)(24) Letter to Allied Group, Inc. from Nationwide Mutual Insurance Company
and Nationwide Group Acquisition Corporation giving advance notice of
intent to file Proxy Statement and reiterating desire to negotiate a
"friendly" merger.
<PAGE> 2
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 28, 1998
NATIONWIDE MUTUAL INSURANCE COMPANY
By: /s/ David A. Diamond
----------------------------------------------------
Name: David A. Diamond
Title: Vice President - Enterprise Controller
NATIONWIDE GROUP ACQUISITION CORPORATION
By: /s/ Mark B. Koogler
----------------------------------------------------
Name: Mark B. Koogler
Title: Vice President - Associate General Counsel
<PAGE> 1
Exhibit (a)(22)
[DES MOINES TV SPOT AD]
"There's a new name in personal insurance coming to Des Moines.
We're Nationwide Insurance...the country's fourth largest auto insurer, with an
A+ rating, and a 72 year history of great customer service, ethical management,
and a great employee group.
You may also know us as Farmland Insurance and Wausau. We've been around a long
time, but we're ready to build a new presence in Des Moines.
We're Nationwide...we're on your side.":
<PAGE> 1
Exhibit (a)(23)
"PASS IT ON"
:60
(Background Sound Effects: "City Street/Traffic")
- -------------------------------------------------
Man (whispering): Pssst... lady... a new name in personal insurance is
coming to Des Moines... pass it on.
Woman: Who?
Man: You!
Woman: No... who's coming to town?
Man: Oh. Nationwide Insurance.
Woman: Nationwide Insurance is coming to Des Moines? Wow! I
had my home and car insured with them when I lived back
East.
Man (sarcastically): Lucky you.
Woman: Hey, Mr. Smarty Pants... I bet you don't know that
Nationwide is the country's fourth largest auto
insurer. Or that they've been providing great customer
service for 72 years.
Man (monotone): Anything else?
Woman: Only that Nationwide has an A+ financial rating, not
to mention their super reputation for being a great
place to work and you can trust them. Plus, did I
mention Farmland Insurance and Wausau are part of the
Nationwide family?
Man: Okay... are you ready to pass it on now?
Woman: Pass what on?
Man: Geesh!
Jingle Chorus: Nationwide is on your side!
<PAGE> 1
Exhibit (a)(24)
HOME OFFICE: ONE NATIONWIDE PLAZA [LOGO] NATIONWIDE
COLUMBUS, OH 43215-2220 INSURANCE
May 21, 1998
Via Overnight Delivery
- ----------------------
Allied Group, Inc.
Board of Directors
701 Fifth Avenue
Des Moines, IA 50391
Dear Members of the Board:
We are writing to give you advance notice that Nationwide Mutual
Insurance Company and Nationwide Group Acquisition Corporation (together,
"Nationwide"), in furtherance of their recent tender offer for all of the
outstanding shares of common stock of Allied Group, Inc., intend to file a
Proxy Statement that proposes:
1. calling a special meeting of shareholders;
2. removing the members of Allied Group, Inc.'s Board of
Directors; and
3. electing new directors who support Nationwide's tender offer
and proposed second-step merger.
We caution you against implementing obstacles that would frustrate
Allied Group, Inc.'s shareholders from reaping the benefits of our tender
offer. Nationwide again reiterates its desire to negotiate a "friendly"
merger, but believes it must take these steps in order to assure itself that the
proposed merger will take place, either with or without the current Board's
consent.
Yours truly,
NATIONWIDE MUTUAL INSURANCE COMPANY
/s/ David A. Diamond
David A. Diamond
Vice President-Enterprise Controller
NATIONWIDE GROUP ACQUISITION CORPORATION
/s/ Mark B. Koogler
Mark B. Koogler
Vice President and Associate General Counsel
NATIONWIDE MUTUAL INSURANCE COMPANY
NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
NATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE GENERAL INSURANCE COMPANY
NATIONWIDE PROPERTY AND CASUALTY INSURANCE COMPANY
HOME OFFICE: COLUMBUS, OHIO
cc: Douglas Andersen
James Callison
Harold Carpenter
Charles Colby
Harold Evans
John Evans
Richard Jacobson
John Taylor
William Timmons
Donald Willis
