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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 12)
TENDER OFFER STATEMENT
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
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This Amendment No. 12 amends and supplements the Tender Offer Statement
on Schedule 14D-1 initially filed on May 19, 1998 (as amended, the "Schedule
14D-1") with the Securities and Exchange Commission by Nationwide Group
Acquisition Corporation ("Purchaser"), an Ohio corporation and a wholly owned
subsidiary of Nationwide Mutual Insurance Company ("Parent"), 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 $48.25 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"), as amended and
supplemented by the Supplement thereto, dated June 10, 1998 (the "Supplement")
and the revised Letter of Transmittal (which, together with any amendments or
supplements thereto, constitutes the "Offer"). Capitalized terms used and not
defined herein shall have the meanings assigned such terms in the Offer to
Purchase, the Supplement or the Schedule 14D-1.
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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
At 5:00 p.m., New York City time, on Wednesday, September 30, 1998, the
Offer expired. Based on information provided by the depositary, ChaseMellon
Shareholder Services, L.L.C. (the "Depositary") a total of approximately
27,756,419 Common Shares (including approximately 352,000 Common Shares subject
to guarantee of delivery) were validly tendered and not properly withdrawn
pursuant to the Offer. The Purchaser has accepted for payment, and has notified
the Depositary to promptly pay for, the tendered and accepted Common Shares at
the purchase price of $48.25 per Common Share in cash.
Pursuant to the Merger Agreement, the Purchaser intends to merge itself
with and into the Company in accordance with the Iowa Business Corporation Act
as promptly as practicable. As a result of the Merger, the Company will become a
wholly owned subsidiary of the Parent and each outstanding Common Share (other
than Common Shares held by stockholders who perfect their appraisal rights under
Iowa law, Common shares held in the Company's treasury, and Common Shares held
directly by the Purchaser or the Parent) will be cancelled, extinguished and
converted into the right to receive $48.25 per share in cash, without interest
thereon.
The consummation of the Offer was publicly announced in a press release
issued by the parent on October 1, 1998, a copy of which is filed as Exhibit
(a)(50) hereto and incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (50) Text of Press Release issued by Nationwide
Mutual Insurance Company on October 1, 1998.
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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: October 1, 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 INDEX
(a) (50) Text of Press Release issued by Nationwide Mutual
Insurance Company on October 1, 1998.
NATIONWIDE COMPLETES TENDER OFFER FOR ALLIED GROUP
Columbus, Ohio, October 1, 1998 -- Nationwide Mutual Insurance Company
("Nationwide") today announced that its cash tender offer for all outstanding
shares of common stock of ALLIED Group, Inc. ("ALLIED Group") expired, as
scheduled, at 5:00 p.m., New York City time, on Wednesday, September 30, 1998.
Nationwide, through its subsidiary making the offer, has accepted for purchase
all shares validly tendered and not withdrawn prior to the expiration of the
offer. Based on information provided by ChaseMellon Shareholder Services,
L.L.C., as depositary, a total of 27,756,419 shares of ALLIED Group have been
acquired by Nationwide (including approximately 701,362 shares subject to
guarantee of delivery), representing approximately 92.3% of the total shares
currently outstanding.
As a result of the foregoing, Nationwide has acquired more than 90% of
ALLIED Group's outstanding common and preferred shares, thereby permitting the
second step of the acquisition without a meeting of ALLIED Group's shareholders.
In the second step of the acquisition, ALLIED Group will be merged with a
subsidiary of Nationwide and each ALLIED Group share not previously purchased
in the tender offer will be converted into the right to receive $48.25 in cash.
The completion of the merger is expected to occur by the end of the year.
"We are gratified by the positive response to the tender offer, which we
view as implicit recognition by shareholders of the strategic merits of the
combined Nationwide/ALLIED entity," said Richard D. Crabtree, president and
chief operating officer of Nationwide.
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Exhibit (a)(50)
FOR IMMEDIATE RELEASE
Contact: Gerard Carney John Millen
Powell Tate Nationwide Insurance
(212) 521-5233 (614) 249-6348
Jim Marren
Powell Tate
(212) 521-5210
NATIONWIDE COMPLETES TENDER
OFFER FOR ALLIED GROUP
Columbus, Ohio, October 1, 1998 -- Nationwide Mutual Insurance Company
("Nationwide") today announced that its cash tender offer for all outstanding
shares of common stock of ALLIED Group, Inc. ("ALLIED Group") expired, as
scheduled, at 5:00 p.m., New York City time, on Wednesday, September 30, 1998.
Nationwide, through its subsidiary making the offer, has accepted for
purchase all shares validly tendered and not withdrawn prior to the expiration
of the offer. Based on information provided by ChaseMellon Shareholder Services,
L.L.C., as depositary, a total of 27,756,419 shares of ALLIED Group have been
acquired by Nationwide (including approximately 352,000 shares subject to
guarantee of delivery), representing approximately 92.3% of the total shares
currently outstanding.
As a result of the foregoing, Nationwide has acquired more than 90% of
ALLIED Group's outstanding common and preferred shares, which includes shares
acquired pursuant to the merger of ALLIED Mutual Insurance Company with and into
Nationwide (effective October 1, 1998), thereby permitting the second step of
the acquisition without a meeting of ALLIED Group's shareholders.
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In the second step of the acquisition, ALLIED Group will be merged with a
subsidiary of Nationwide and each ALLIED Group share not previously purchased in
the tender offer will be converted into the right to receive $48.25 in cash. The
completion of the merger is expected to occur by the end of the year.
"We are gratified by the strong positive response to the tender offer which
we view as implicit recognition by shareholders of the strategic merits of the
combined Nationwide/ALLIED entity," said Richard D. Crabtree, president and
chief operating officer of Nationwide.
The dealer manager and financial advisor for the offer is Credit Suisse
First Boston Corporation. Georgeson & Company Inc. is the information agent. For
more information, call 1-800-223-2064 or visit Georgeson's web site at
www. georgeson.com.
The $93 billion Nationwide Insurance Enterprise, based in Columbus, Ohio,
is one of the country's largest diversified insurance and financial services
organizations and a Fortune 500 company. Nationwide is the country's
fourth-largest auto insurer and fifth-largest homeowners insurer.
