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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
and
SCHEDULE 13D
UNDER 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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CUSIP NO. 019220102
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nationwide Mutual Insurance Company (E.I.N.: 31-4177100)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[ ] (a)
[ ] (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,538,639 Common Shares*
1,827,222 Preferred Shares*
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.3% of the Common Shares*
100% of the Preferred Shares* representing
97.7% of the voting power*
10. TYPE OF REPORTING PERSON
IC
- -------
* As of October 1, 1998
2
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CUSIP NO. 019220102
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nationwide Group Acquisition Corporation (E.I.N.: 31-1598405)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[ ] (a)
[ ] (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,538,639 Common Shares*
1,827,222 Preferred Shares*
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.3% of the Common Shares*
100% of the Preferred Shares* representing
97.7% of the voting power*
10. TYPE OF REPORTING PERSON
CO
- -------
* As of October 1, 1998
This Final Amendment amends and supplements (a) 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. (the "Company"), 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") and (b) the Schedule
13D initially filed on June 10, 1998 with the Securities and Exchange Commission
by Purchaser and Parent. 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.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
On November 13, 1998, the Parent announced that it had merged a wholly
owned subsidiary of Parent into the Company (the "Merger") with the Company
continuing as the surviving corporation in the Merger, and that the Merger
became effective at 11:59 p.m., Central Standard Time, on Thursday, November 12,
1998. Because Purchaser had acquired at least 90% of the outstanding shares of
each class of stock of the Company, the Merger was effected without a meeting of
the stockholders of the Company. As a result of the Merger, the Company became a
wholly owned subsidiary of the Parent and each outstanding Common Share (other
than Common Shares held by stockholders who perfect their appraisal right under
Iowa Law, Common Shares held in the Company's treasury, and Common Shares held
directly by the Purchaser or the Parent) were cancelled, extinguished and
converted into the right to receive $48.25 per share in cash, without interest
thereon, less any applicable withholding taxes. The full text of the press
release is set forth in Exhibit 11(a)(51) and is incorporated herein by
reference.
On November 9, 1998, the Company requested that the New York Stock Exchange
(the "NYSE") apply on Form 25 to delist the Common Shares from the NYSE and
deregister the Common Shares with the Securities and Exchange Commission as soon
as practicable following the Merger.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
Pursuant to the Offer, which expired at 5:00 p.m., New York City time, on
Wednesday, September 30, 1998, the Purchaser ultimately acquired 28,040,039
Common Shares. Such Common Shares, when added to Common Shares beneficially
owned by Parent, represent approximately 97.3% of all outstanding Common Shares.
Pursuant to the Merger, which became effective at 11:59 p.m. on November 12,
1998, the Company became a wholly-owned subsidiary of the Parent.
The information provided in this Final Amendment under Item 5 is
incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented to add the following:
(a)(51) Press Release issued by Nationwide Mutual Insurance Company on
November 13, 1998.
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: November 13, 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) (51) Text of Press Release issued by Nationwide Mutual
Insurance Company on November 13, 1998.
4
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Exhibit (a)(51)
NEWS FROM [NATIONWIDE LOGO]
Contact: Bob Sohovich 614-249-6356
John Millen 614-249-6348
NATIONWIDE
COMPLETES ACQUISITION OF
ALLIED GROUP
COLUMBUS, OHIO, NOVEMBER 13, 1998 - Nationwide Mutual Insurance Company
("Nationwide") today announced that it completed its acquisition of ALLIED
Group, Inc. ("ALLIED Group") on November 12, 1998. ALLIED Group has been merged
with a wholly owned subsidiary of Nationwide.
"We are excited about our bright future and the opportunity to join resources
and to grow Nationwide," said Richard D. Crabtree, Nationwide Mutual's president
and chief operating officer.
The merger was the second step in a two-step acquisition. The first step, a cash
tender offer for all the outstanding shares of common stock of ALLIED Group at
$48.25 per share, expired at 5:00 p.m., New York City time, on September 30,
1998. As a result of the merger, ALLIED Group is now a wholly-owned subsidiary
of Nationwide. The merger results in the automatic conversion of the remaining
shares of common stock of ALLIED Group into the right to receive $48.25 per
former share.
The New York Stock Exchange will, as of the opening of the Exchange on Friday,
November 13, 1998, suspend from trading on the Exchange shares that formerly
represented common stock of ALLIED Group.
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 fourth-largest homeowners insurer.
ALLIED Group is a regional property-casualty insurance holding company
specializing in personal lines. The Company's property-casualty subsidiaries use
independent agencies, exclusive agencies, and direct response marketing to offer
products in central and western states.
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