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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 7)
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. 7 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) (33) First set of "Nationwide answers your Hotline
questions."
(a) (34) Second set of "Nationwide answers your Hotline
questions."
(g) (8) Amendment to the Agreement and Plan of Merger, dated
June 24, 1998, by and between NATIONWIDE MUTUAL
INSURANCE COMPANY and ALLIED MUTUAL INSURANCE
COMPANY.
6
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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: July 16, 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)(33) First set of "Nationwide answers your Hotline questions."
(a)(34) Second set of "Nationwide answers your Hotline questions."
(g)(8) Amendment to the Agreement and Plan of Merger, dated
June 24, 1998, by and between NATIONWIDE MUTUAL INSURANCE
COMPANY and ALLIED MUTUAL INSURANCE COMPANY.
8
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Exhibit (a)(33)
NATIONWIDE ANSWERS YOUR HOTLINE QUESTIONS...
HOTLINE: 1-877-655-6417
--------------------------------------------
Here are the answers to your Hotline Questions received to date. Most of the
questions deal with human resource policies and benefits. Answers reflect the
human resource policies and benefit plan provisions that generally apply to most
Nationwide Insurance Enterprise employees. However, you should not assume that
Nationwide human resource policies or benefit plans would automatically apply to
you as you continue employment with ALLIED. YOUR ALLIED BENEFIT PLANS AND
CURRENT POLICIES WILL GENERALLY CONTINUE THROUGH 1998.
We will provide updates of the status of the transition review, and, you will
certainly be informed of any changes in human resource policies or benefits well
in advance of the time where you would be asked to make decisions or elections.
HOTLINE QUESTIONS & ANSWERS: HUMAN RESOURCES POLICIES, WORK
-----------------------------------------------------------
Q#1: IS JOB SHARING AN OPTION? HOW DOES JOB SHARING WORK?
The Nationwide Insurance Enterprise has a formal Alternative Work
Environment (AWE) policy. The AWE policy covers flextime, compressed work
weeks, shift work, telecommuting, part time employment, job sharing and
other forms of non-traditional work schedules. The AWE policy is enabling.
That is, when business conditions dictate or permit an AWE schedule without
a reduction in customer service/results, individual supervisors and
managers have the authority to fashion a work solution that is in the best
interest of both the companies and the employee.
Q#2: WILL JOBS REMAIN THE SAME OR SIMILAR?
We expect most positions will remain unchanged. With the planned growth in
operations and positions, however, some change is possible.
Q#3: WILL SALARIES BE GUARANTEED?
Salaries will continue at current levels for one year after close.
Q#4: WILL WE USE THE SAME COMPUTER SYSTEM?
Current plans are for the ALLIED systems operations to remain unchanged.
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NATIONWIDE HOTLINE QUESTIONS & ANSWERS: BENEFITS
------------------------------------------------
The Nationwide Insurance Enterprise generally offers employees a broad array of
formal benefit plans. We typically communicate the benefits as a set of four
packages -- health and wellness, financial security, personal growth and the
Nationwide pluses. Included in those four packages are: medical options, dental,
sick leave, long term disability, vacation, personal days, family illness days,
holidays, 401k savings plan, defined benefit pension plan, life insurance, group
accident, educational assistance, and more. Benefits will be evaluated as part
of the transition review process. OUR PRESENT INTENTION IS TO CONTINUE EXISTING
ALLIED BENEFIT PLANS AT LEAST THROUGH YEAR-END 1998. However, we plan to take
advantage of any opportunities that are identified in the transition review
process to improve benefit values or delivery. We will provide updates of the
status of the transition review, and you will certainly be informed of any
changes in benefits well in advance of the time where you would be asked to make
decisions or elections.
Q#1: PLEASE DESCRIBE THE NATIONWIDE 401k PLAN. WHAT COMPANY DOES NATIONWIDE USE
FOR A 401k PROGRAM? WHAT FAMILY OF FUNDS IS YOUR 401k PLAN ADMINISTERED
THROUGH? HOW MANY YEARS TO PAY BACK FOR LOANS IN 401k PROGRAM?
The Nationwide Insurance Enterprise Savings Plan (ESP) provides an
excellent vehicle to "roll over" your ESOP distribution. Transfers of your
ESOP assets to Nationwide's ESP will be done on a tax-deferred basis and
will be 100% vested in ESP. This means that you will preserve all your ESOP
assets and not be taxed on them until you withdraw them from the plan. You
can also make additional contributions to the plan on a tax-deferred basis,
partially matched by the Company.
The plan offers 15 investment options from several well-known investment
managers, including American Century, Fidelity Investments, Neuberger &
Berman, Franklin/Templeton and Warburg Pincus, as well as Nationwide. You
may contribute up to 22% of your "covered compensation" to an annual
maximum of $10,000. (Covered compensation includes most items of pay -
salary, overtime, sales bonus, etc.). The company match averages out to
$.50 for every dollar when you contribute 6% of your covered compensation.
Loans are available. General and second residence loans have a maximum
repayment period of five years, while principal residence loans have a
maximum repayment period of 15 years. Both are the maximum repayment
periods allowed under IRS regulations. Participants may have up to two
loans outstanding at one time.
Detailed information about the ESP plan as well as transfer instructions
will be made available in the near future.
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NATIONWIDE HOTLINE QUESTIONS & ANSWERS
--------------------------------------
Q#2: WHAT HAPPENS UPON COMPLETION OF CPCU -- CEREMONY, DIPLOMAS, CONFERMENT?
For technical insurance courses such as CPCU, upon successful completion
(passing the course exam), employees receive 100% reimbursement for fees
and required textbooks, plus 50% reimbursement for optional study aids,
plus a cash award of $100. Employees who complete a CPCU designation are
eligible to attend the respective society's next Annual Meeting to receive
their designation in person. Reasonable expenses for hotel, meals and
transportation are paid for the employee and one guest to attend the Annual
Meeting.
Q#3: IS THE BENEFITS PACKAGE ON THE INTERNET?
No. If the Nationwide benefits are offered to ALLIED employees, you will be
contacted well in advance with more than sufficient information to make
elections under those plans. Nationwide frequently uses
individualized/customized benefits solicitation materials that reflect your
individual situation -- showing the options available to you and your
contributions for life insurance, long term disability, group accident,
medical options available in your area, dental, etc.
Q#4: I HAVE MANY QUESTIONS CONCERNING THE ALLIED ESOP.
All ALLIED ESOP questions should be directed to the ESOP plan
administrator. (Sysm ESOP)
Q#5: WILL YEARS AT ALLIED COUNT IN THE NATIONWIDE RETIREMENT PROGRAM?
Your past service with ALLIED is counted in determining whether you have
met the one-year service requirement to enter the Nationwide Enterprise
Retirement Plan (ERP). However, for purposes of calculating your benefit
under the ERP your past service with ALLIED is not counted. Your service at
ALLIED was in part reflected in the benefits you received under the ALLIED
qualified plans.
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Exhibit (a)(34)
NATIONWIDE ANSWERS YOUE HOTLINE QUESTIONS
HOTLINE: 1-877-655-6417
JULY 1, 1998
HOTLINE QUESTIONS: HUMAN RESOURCES, BENEFITS
We have appreciated hearing from many of you on our transition hotline. Most of
the questions deal with human resource policies and benefits. Answers reflect
the human resource policies and benefit plan provisions that generally apply to
most Nationwide Insurance Enterprise employees. However, you should not assume
that Nationwide human resource policies or benefit plans would automatically
apply to you as you continue employment with ALLIED. YOUR ALLIED BENEFIT PLANS
AND CURRENT POLICIES WILL GENERALLY CONTINUE THROUGH 1998. We will provide
updates of the status of the transition review, and you will certainly be
informed of any changes in human resource policies or benefits, well in advance
of the time where you would be asked to make decisions or elections.
Q#1: WILL NATIONWIDE RECOGNIZE THE YEARS OF SERVICE I HAVE ACCUMULATED AS A
RESULT OF MY AFFILIATION WITH ALLIED AS AN EMPLOYEE?
For most purposes your ALLIED service is counted. For example, the ALLIED
service will be used to determine vacation awards. Your ALLIED service will
continue to be recognized for eligibility purposes in the plans offered to
ALLIED employees, which vary benefits based on past service.
Later in 1998, a Nationwide representative will be on site to discuss
benefits. At that time, each employee will receive a summary of vacation,
sick leave, and personal time-off schedules and policies.
Q#2: CAN I CARRY OVER FIVE DAYS VACATION INTO NEXT YEAR, OR DO I NEED TO TAKE
THE FIVE DAYS THIS YEAR TO KEEP FROM LOSING?
The current vacation carry over provisions in the ALLIED programs will
continue to apply. Should a change be approved, you will be notified well
in advance so you can take any necessary action to avoid forfeiture.
Today's Nationwide Insurance Enterprise vacation policy provides for a
10-day carryover of vacation.
Q#3: I AM ELIGIBLE FOR EARLY RETIREMENT FROM ALLIED WITH RETIREE MEDICAL
BENEFITS. IF I BECOME A NATIONWIDE EMPLOYEE, HOW LONG DO I HAVE TO WORK TO
BE ELIGIBLE FOR NATIONWIDE RETIREE MEDICAL COVERAGE? IF I'M AT AN AGE (62)
WHERE IT IS NOT POSSIBLE TO WORK LONG ENOUGH TO QUALIFY FOR THE NATIONWIDE
PLAN, AM I BETTER OFF TO RETIRE BEFORE THE CHANGE IN CONTROL DATE SO I HAVE
THE ALLIED MEDICAL RETIREE PLAN?
Retiree medical is a very important factor in deciding whether to continue
as an active employee or to consider early retirement. However, it is also
important that the decision be based on an overall evaluation of benefits
and employment conditions available to you.
We are in the process of evaluating the ALLIED and Nationwide retiree
medical plans to determine which retiree medical plan to use going forward.
The current provisions of the ALLIED retiree medical plan are expected to
continue after the Change in Control at least through year-end 1998. You
will be notified of any change in the provisions well in advance of the
effective date, so that you can evaluate the best action for you.
Nationwide
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regularly provides assistance to employees in their retirement decisions.
Q#4: HOW LONG DO I HAVE TO BE A PARTICIPANT IN THE NATIONWIDE DEFINED BENEFIT
RETIREMENT PLAN BEFORE I BECOME ELIGIBLE FOR BENEFITS WHEN I RETIRE?
Your time with ALLIED counts for determining when you have met the one
year service requirement for eligibility to participate in the Nationwide
Enterprise Retirement Plan. If you have completed one year of service and
you are age 21 at the time of the transition is complete; you will become
eligible to immediately participate in the Nationwide Enterprise
Retirement Plan. Your benefit at retirement will be calculated based upon
your service with Nationwide and the vested benefit percentage.
Q#5: WHAT IS A DEFINED BENEFIT PLAN?
Under a defined benefit plan, the calculation of a participating
employee's retirement benefit is based on a formula. Typically, the
benefit under such a plan is expressed in terms of a monthly benefit
payable at normal retirement age.
Q#6: DOES NATIONWIDE OFFER KAISER HEALTH COVERAGE?
Nationwide contracts with Kaiser in several locations across the country.
Coverage will depend on where you currently reside and if Nationwide
offers Kaiser in that location. Some of Kaiser's current locations are;
San Francisco, CA; Portland, OR; Denver, CO; Raleigh, NC; and Los Angeles,
CA.
Q#7: AM I CONSIDERED A NEW EMPLOYEE WITH NATIONWIDE?
No, as this is a purchase of stock and a merger, there is no termination
of ALLIED employment at this time.
Q#8: NATIONWIDE MATCHES 50 CENTS FOR EVERY DOLLAR WHEN I CONTRIBUTE 6% OF
COVERED COMPENSATION. IF I PUT 6% IN THE NATIONWIDE 401k PLAN, DOES THE
COMPANY MATCH EQUAL 3%?
Yes, participants in the Nationwide Insurance Enterprise Savings Plan
(NIESP) receive a matching contribution of 70 cents for every dollar you
contribute on the first 2% of pay and 40 cents for every dollar on the
next 4% of pay. The company match is made on a payroll by payroll basis.
You may change your 401k contribution percentage at anytime. The result is
that as participants, you have the option to vary the year-to-date
contribution percentage each payday, and still receive the maximum company
matching contribution.
Q#9: WHAT OUTSIDE SERVICE PROVIDER COMPANY ADMINISTERS THE NATIONWIDE INSURANCE
ENTERPRISE SAVINGS PLAN?
Administration for the plan is provided to all savings plan participants
through a joint arrangement between Nationwide's Life Company Operations
and Coopers & Lybrand L.L.P.
Q#10: WHERE DO I DIRECT MY QUESTIONS CONCERNING MY ESOP DISTRIBUTION AND THE
ALLOCATION OF THE UNALLOCATED SHARES?
Please direct your ESOP questions to ALLIED Human Resource staff and the
ESOP Trustee. ALLIED Human Resource staff and ESOP trustees will contact
all ESOP participants to address all issues regarding the ESOP plan.
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Exhibit (g)(8)
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated June 24, 1998 (the
"Amendment"), by and between NATIONWIDE MUTUAL INSURANCE COMPANY, an Ohio mutual
insurance company ("Nationwide"), and ALLIED MUTUAL INSURANCE COMPANY, an Iowa
mutual insurance company ("Allied") (Nationwide and Allied being hereinafter
sometimes collectively referred to as the "parties").
WHEREAS, the parties entered into that AGREEMENT AND PLAN OF MERGER, dated
as of June 3, 1998 (the "Agreement"), which effected the Merger of Allied with
and into Nationwide (the "Merger") upon the terms and subject to the conditions
set forth in the Agreement; and
WHEREAS, the parties believe it is in their respective best interests to
amend Exhibit A to the Agreement.
NOW THEREFORE, in consideration of the premises and the promises and
agreements set forth herein, Nationwide and Allied, intending to be legally
bound hereby, agree as follows:
1. Section 2.6 Effect of Merger on Allied Members. is amended and restated
in its entirety as follows:
"Section 2.6 Effect of Merger on Allied Members. From and after the
Effective Time, the policyholders of Allied will become policyholders of
Nationwide, in full satisfaction of all rights pertaining to the policies
of Allied. In addition, each Allied policyholder will be granted a
certificate of membership, substantially in the form attached hereto as
Exhibit A. Nationwide agrees to use its reasonable efforts after the
Effective Time to maintain all of the former Allied policies and contracts
as policies and contracts of Nationwide, it being understood that in view
of certain state laws and regulations concerning forms, rates and rules, it
will likely be necessary at the time of renewal of such policies and
contracts to write certain of such renewed policies and contracts with a
Nationwide Insurer to comply with the laws and regulations of the various
states."
2. Exhibit A of the Agreement is hereby amended to include Paragraph C as
follows:
"In the event that Nationwide declares a policyholder dividend which
would be payable in respect of your policy if your policy were issued by
Nationwide, then such dividend will also be payable by Nationwide in
respect of your policy."
3. All other terms, provisions and conditions of the Agreement shall remain
unchanged and are hereby ratified and confirmed.
4. Nationwide and Allied hereby agree that this Amendment is a valid and
enforceable amendment and a modification of the Agreement and has been executed
by each of the parties as provided in Section 9.4 of the Agreement, and each
agree that this Amendment has been authorized by all necessary corporate action
on the part of such party.
5. Duplicates; Counterparts. The Amendment shall be executed in duplicate
and may be executed in counterparts, each of which shall be deemed to constitute
an original and constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be as
effective as delivery of a manually executed counterpart of this Amendment. In
proving this Amendment, it shall not be necessary to produce or account for more
than one such counterpart signed by the party against whom enforcement is
sought.
6. Governing Law; Jurisdiction. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Iowa without
regard to the conflict or choice of laws rules thereof or of any other
jurisdiction.
7. Entire Agreement. The Agreement and the Amendment constitute the entire
agreement between the parties hereto and supersedes all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof and thereof.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of Nationwide and of Allied as of the date first
above written.
NATIONWIDE MUTUAL INSURANCE COMPANY
By: /s/ Mark B. Koogler
---------------------------------
Name: Mark B. Koogler
Title: Vice President and
Associate General Counsel
ALLIED MUTUAL INSURANCE COMPANY
By: /s/ Douglas L. Andersen
---------------------------------
Name: Douglas L. Andersen
Title: President and Chief
Executive Officer
