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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 10)
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. 10 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 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (41) Text of Press Release issued by Nationwide Mutual
Insurance Company on September 23, 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: September 24, 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)(41) Text of Press Release issued by Nationwide Mutual Insurance
Company on September 23, 1998.
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Exhibit (a)(41)
FOR IMMEDIATE RELEASE
Contact: Gerard Carney Jeff Botti
Powell Tate Nationwide Insurance
(212) 521-5233 (614) 249-6339
or Jim Marren
(212) 521-5210
OHIO REGULATORS GRANT APPROVAL
FOR ALLIED MUTUAL TO MERGE WITH NATIONWIDE MUTUAL
-- Final Insurance Regulatory Milestone --
Columbus, OH, September 23 -- Nationwide Mutual Insurance Company announced
today that the Ohio Insurance Department has approved the merger of Des
Moines-based ALLIED Mutual Insurance Company with and into Columbus-based
Nationwide, marking the final insurance regulatory milestone pertaining to
Nationwide's acquisition of the Allied Insurance organization. The effective
date for the mutual merger has not yet been set.
All regulatory approvals also have been secured for the consummation of the
tender offers for ALLIED Group, Inc. (NYSE: GRP) and ALLIED Life Financial
Corporation (NASDAQ: ALFC) (as of 5 p.m. on September 30, 1998). Assuming that
at least 50.1% of the outstanding shares of Allied Group is tendered and 2
million shares of ALFC, a change in control of each company will occur as of
that time.
"We are extremely pleased to clear the final regulatory approval to bring
these two organizations together," said Richard D. Crabtree, president and chief
operating officer of Nationwide Mutual. "This is a win-win agreement that will
provide great value to stockholders, policyholders, and employees, and will
ensure continued strong growth for both Nationwide and Allied."
"We are delighted that all regulatory approvals are now cleared, and we
look forward to completing the Nationwide transaction," said Douglas L.
Andersen, Allied Mutual president and chief executive officer.
The Ohio Insurance Department conducted a public hearing concerning the
merger of Allied Mutual and Nationwide Mutual on August 20, 1998. Ohio
Department approval of Nationwide's acquisition of ALLIED Life Financial
Corporation was not required and Nationwide received the Ohio Department's
approval to acquire Allied Group on July 20, 1998.
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IOWA INSURANCE DEPARTMENT APPROVED
On September 11, 1998, the Iowa Insurance Department approved Nationwide's
acquisition of ALLIED Group, Inc. and ALLIED Life Financial Corporation and the
merger of ALLIED Mutual with and into Nationwide Mutual. In addition, the
Arizona Insurance Department approved Nationwide's acquisition of ALLIED Group's
Arizona subsidiary, Western Heritage Insurance Company, on August 24, 1998.
POLICYHOLDERS OF BOTH COMPANIES ALREADY APPROVED
Policyholders of both Nationwide Mutual and ALLIED Mutual approved the
merger on August 3, 1998 and August 26, 1998, respectively. The applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
for the acquisition of ALLIED Group, Inc. and the merger of ALLIED Mutual into
Nationwide Mutual have expired.
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 Life is the country's
fifth-largest life insurer based on premiums and 12th largest based on assets.
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