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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 3)
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 2. IDENTITY AND BACKGROUND
On May 28, 1998, Parent received a resignation from C. Ray Noecker,
Director of the Parent.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
On May 28, 1998, Purchaser and Parent entered into three (3) separate
but virtually identical confidentiality agreements ("Confidentiality
Agreements"), attached as Exhibits (g) 2, 3, and 4, with each of Company, Allied
Mutual and Allied Life Financial Corporation ("Allied Life"). The
Confidentiality Agreements provide, among other things, that nothing said or
written during discussions held on or before June 2, 1998, may be discoverable
or admissable in any court, administrative or arbitration proceeding, and will
forever be kept confidential, expect as disclosure is required by applicable
law.
On May 28, 1998, representatives of Credit Suisse First Boston,
financial advisors to Parent and Purchaser, Morgan Stanley & Co. Incorporated,
financial advisors to Company, Donaldson Lufkin & Jenrette Securities
Corporation, financial advisors to Allied Mutual, and Fox-Pitt Kelton, financial
advisors to Allied Life, met in New York to discuss the Offer. Several other
meetings and calls occurred among the financial advisors during May 29, 30 and
31.
On June 1, Parent stated that it was prepared to increase the per share
price of its Offer to $48.25 as part of a negotiated merger agreement. On June
1, Parent was notified that the Company's Board had determined that it was
prepared in principle to recommend a transaction at that price, subject to
negotiation of an acceptable transaction agreement.
In addition, on June 1, Parent was informed that the independent
committee of the Board of Allied Life was prepared in principle to recommend to
the publicly-held shareholders a transaction at a per share price of $30.00,
subject to negotiation of an acceptable transaction agreement.
Also, on June 1, Parent offered to cause an extraordinary dividend of
$110 million in cash to be paid to Allied Mutual Insurance Company's
policyholders in connection with a proposed merger of Allied Mutual Insurance
Company into Parent. Parent was notified that Allied Mutual was prepared in
principle to recommend the transaction to its policyholders.
Discussions between representatives of the Company, Allied Mutual and
Allied Life and representatives of Nationwide are ongoing at this time
regarding the terms of mutually acceptable agreements.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(g)(2) Confidentiality Agreement.
(g)(3) Confidentiality Agreement.
(g)(4) Confidentiality Agreement.
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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: June 3, 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
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Exhibit (g)(2)
CONFIDENTIALITY AGREEMENT
This Agreement is entered by and among Allied Group, Inc. ("Allied Group"),
Nationwide Mutual Insurance Company and Nationwide Group Acquisition Corporation
(collectively, "Nationwide"), as of May 28, 1998.
RECITALS
WHEREAS, on May 19, 1998, Nationwide made a tender offer for all of the
Common Stock of Allied Group at $47 per share;
WHEREAS, on May 18, 1998, Nationwide filed a lawsuit against Allied Group,
Allied Mutual Insurance Company ("Allied Mutual") and their directors, in the
United States District Court for the Southern District of Iowa, under Case No.
4-98-CV-10280 (the "Litigation");
WHEREAS, the parties to this Agreement, their agents and representatives
plan to meet on one or more occasions on or before June 2, 1998, (the "Meeting")
to discuss resolving the Litigation and the terms upon which a possible
transaction between the parties can take place on a consensual basis and in
order to do so they have entered into this Agreement to facilitate those
discussions;
WITNESSETH
NOW, THEREFORE, it is hereby agreed as follows:
1. Subject to the parties' rights to enforce this Agreement, nothing said
or written by anyone at the Meeting shall be discoverable or admissible in the
Litigation or in any court, administrative or arbitration proceeding to which
the parties hereto are parties.
2. Subject to any legal obligations they may have, including those under
federal and state securities laws, the parties hereto
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will forever keep confidential and not disclose to any third party the existence
of the Meeting (unless and until the existence of the Meeting has previously
been disclosed pursuant to applicable legal requirements), any offer, terms of
any offer, rejections of any offer, or discussions regarding the economics or
the structure of any proposed transaction discussed at the Meeting, except that
the parties hereto may disclose such information to their directors, officers,
employees, agents, representatives, attorneys, accountants, and financial
advisors who need to know such information for the purpose of evaluating a
transaction between Nationwide and Allied Group, so long as each recipient of
this information, (a) is informed by the party disclosing it of the confidential
nature of such information and (b) expressly agrees to treat such information
confidentially in accordance with this Agreement.
3. If any of the parties hereto becomes (or it is reasonably likely that
any of the parties hereto shall become) legally compelled to disclose any
information that is required to be kept confidential under this Agreement,
prompt notice of such fact shall be given to the other parties, so that any
appropriate legal action may be taken to protect the confidentiality of such
information.
4. Without prejudice to any other rights or remedies that any party hereto
may have under this Agreement, each party acknowledges and agrees that damages
would not be an adequate remedy for any breach of this Agreement and any party
hereto shall be entitled to the remedies of injunction, specific performance and
other equitable relief for any threatened or actual breach of this Agreement.
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5. If any provision of this Agreement shall be held to be unenforceable, it
shall not affect the enforceability of the remainder of this Agreement.
6. This Agreement constitutes the entire agreement between the parties
hereto regarding the subject matter hereof. This Agreement may be changed only
by a written agreement signed by the parties hereto.
7. This Agreement shall be governed and construed in accordance with the
laws of the State of New York, without regard to the conflicts of law principles
thereof.
ALLIED GROUP, INC.
Date: 5-28-98 By: /s/ DOUGLAS L. ANDERSEN
----------- ---------------------------------------------
Its: President
---------------------------------------------
NATIONWIDE MUTUAL INSURANCE COMPANY
Date: 5-28-98 By: /s/ MARK B. KOOGLER
----------- --------------------------------------------
Its: Vice President of Associate General Counsel
--------------------------------------------
NATIONWIDE GROUP ACQUISITION CORPORATION
Date: 5-28-98 By: /s/ MARK B. KOOGLER
----------- --------------------------------------------
Its: Vice President of Associate General Counsel
--------------------------------------------
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Exhibit (g)(3)
CONFIDENTIALITY AGREEMENT
This Agreement is entered by and among Allied Mutual Insurance Company
("Allied Mutual"), Nationwide Mutual Insurance Company and Nationwide Group
Acquisition Corporation (collectively, "Nationwide"), as of May 28, 1998.
RECITALS
WHEREAS, on May 19, 1998, Nationwide made a tender offer for all of the
Common Stock of Allied Group at $47 per share;
WHEREAS, on May 18, 1998, Nationwide filed a lawsuit against Allied Group,
Inc., ("Allied Group") Allied Mutual and their directors, in the United States
District Court for the Southern District of Iowa, under Case No. 4-98-CV-10280
(the "Litigation");
WHEREAS, the parties to this Agreement, their agents and representatives
plan to meet on one or more occasions on or before June 2, 1998, (the "Meeting")
to discuss resolving the Litigation and the terms upon which a possible
transaction between the parties can take place on a consensual basis and in
order to do so they have entered into this Agreement to facilitate those
discussions;
WITNESSETH
NOW, THEREFORE, it is hereby agreed as follows;
1. Subject to the parties' rights to enforce this Agreement, nothing said
or written by anyone at the Meeting shall be discoverable or admissable in the
Litigation or in any court, administrative or arbitration proceeding to which
the parties hereto are parties.
2. Subject to any legal obligations they may have, including those under
federal and state securities laws, the parties hereto
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will forever keep confidential and not disclose to any third party the existence
of the Meeting (unless and until the existence of the Meeting has previously
been disclosed pursuant to applicable legal requirements), any offer, terms of
any offer, rejections of any offer, or discussions regarding the economics or
the structure of any proposed transaction discussed at the Meeting, except that
the parties hereto may disclose such information to their directors, officers,
employees, agents, representative, attorneys, accountants, and financial
advisors who need to know such information for the purpose of evaluating a
transaction between Nationwide and Allied Mutual, so long as each recipient of
this information, (a) is informed by the party disclosing it of the confidential
nature of such information and (b) expressly agreed to treat such information
confidentially in accordance with this Agreement.
3. If any of the parties hereto becomes (or it is reasonably likely that
any of the parties hereto shall become) legally compelled to disclose any
information that is required to be kept confidential under this Agreement,
prompt notice of such fact shall be given to the other parties, so that any
appropriate legal action may be taken to protect the confidentiality of such
information.
4. Without prejudice to any other rights or remedies that any party hereto
may have under this Agreement, each party acknowledges and agrees that damages
would not be an adequate remedy for any breach of this Agreement and any party
hereto shall be entitled to the remedies of injunction, specific performance and
other equitable relief for any threatened or actual breach of this Agreement.
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5. If any provisions of this Agreement shall be held to be unenforceable,
it shall not affect the enforceability of the remainder of this Agreement.
6. This Agreement constitutes the entire agreement between the parties
hereto regarding the subject matter hereof. This Agreement may be changed only
by a written agreement signed by the parties hereto.
7. This Agreement shall be governed and construed in accordance with the
laws of the State of New York, without regard to the conflicts of law principles
thereof.
ALLIED MUTUAL INSURANCE COMPANY
Date: 5-28-98 By: /s/ DOUGLAS L. ANDERSEN
---------- ------------------------------------------
Its: President
------------------------------------------
NATIONWIDE MUTUAL INSURANCE COMPANY
Date: 5-28-98 By: /s/ MARK B. KOOGLER
---------- --------------------------------------------
Its: Vice President of Associate General Council
--------------------------------------------
NATIONWIDE GROUP ACQUISITION CORPORATION
Date: 5-28-98 By: /s/ MARK B. KOOGLER
---------- --------------------------------------------
Its: Vice President of Associate General Council
--------------------------------------------
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Exhibit (g)(4)
CONFIDENTIALITY AGREEMENT
This Agreement is entered by and among Allied Life Financial Corporation
("Allied Life"), Nationwide Mutual Insurance Company and Nationwide Group
Acquisition Corporation (collectively, "Nationwide"), as of May 28, 1998.
RECITALS
WHEREAS, on May 19, 1998, Nationwide made a tender offer for all of the
Common Stock of Allied Group at $47 per share:
WHEREAS, on May 18, 1998, Nationwide filed a lawsuit against Allied Group,
Inc., ("Allied Group") Allied Mutual Insurance Company and their directors, in
the United States District Court for the Southern District of Iowa, under Case
No. 4-98-CV-10280 (the "Litigation");
WHEREAS, the parties to this Agreement, their agents and representatives
plan to meet on one or more occasions on or before June 2, 1998, (the
"Meeting") to discuss resolving the Litigation and the terms upon which a
possible transaction between the parties can take place on a consensual basis
and in order to do so they have entered into this Agreement to facilitate those
discussions;
WITNESSETH
NOW, THEREFORE, it is hereby agreed as follows:
1. Subject to the parties' rights to enforce this Agreement, nothing said
or written by anyone at the Meeting shall be discoverable or admissible in the
Litigation or in any court, administrative or arbitration proceeding to which
the parties hereto are parties.
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2. Subject to any legal obligations they may have, including those under
federal and state securities laws, the parties hereto will forever keep
confidential and not disclose to any third party the existence of the Meeting
(unless and until the existence of the Meeting has previously been disclosed
pursuant to applicable legal requirements), any offer, terms of any offer,
rejections of any offer, or discussions regarding the economics or the
structure of any proposed transaction discussed at the Meeting, except that the
parties hereto may disclose such information to their directors, officers,
employees, agents, representatives, attorneys, accountants, and financial
advisors who need to know such information for the purpose of evaluating a
transaction between Nationwide and Allied Life, so long as each recipient of
this information, (a) is informed by the party disclosing it of the
confidential nature of such information and (b) expressly agrees to treat such
information confidentially in accordance with this Agreement.
3. If any of the parties hereto becomes (or it is reasonably likely that
any of the parties hereto shall become) legally compelled to disclose any
information that is required to be kept confidential under this Agreement,
prompt notice of such fact shall be given to the other parties, so that any
appropriate legal action may be taken to protect the confidentiality of such
information.
4. Without prejudice to any other rights or remedies that any party
hereto may have under this Agreement, each party acknowledges and agrees that
damages would not be an adequate remedy for any breach of this Agreement and
any party hereto shall be entitled to
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the remedies of injunction, specific performance and other equitable relief for
any threatened or actual breach of this Agreement.
5. If any provision of this Agreement shall be held to be unenforceable,
it shall not affect the enforceability of the remainder of this Agreement.
6. This Agreement constitutes the entire agreement between the parties
hereto regarding the subject matter hereof. This Agreement may be changed only
by a written agreement signed by the parties hereto.
7. This Agreement shall be governed and construed in accordance with the
laws of the State of New York, without regard to the conflicts of law
principles thereof.
ALLIED LIFE FINANCIAL CORPORATION
Date: 5-28-98 By: /s/ DOUGLAS L. ANDERSEN
------------- --------------------------------------------
Its: President
--------------------------------------------
NATIONWIDE MUTUAL INSURANCE COMPANY
Date: 5-28-98 By: /s/ MARK B. KOOGLER
------------- --------------------------------------------
Its: Vice President of Associate General Counsel
--------------------------------------------
NATIONWIDE GROUP ACQUISITION CORPORATION
Date: 5-28-98 By: /s/ MARK B. KOOGLER
------------- --------------------------------------------
Its: Vice President of Associate General Counsel
--------------------------------------------
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