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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ALLIED GROUP, INC.
(NAME OF ISSUER)
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
October 1, 1998
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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This Amendment No. 1 amends and supplements the Schedule 13D initially
filed on June 10, 1998 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, and Parent.
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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)
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,538,639 Common Shares
1,827,222 Preferred Shares
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.6% of the Common Shares and
100% of the Preferred Shares representing
98.0% of the voting power
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)
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,538,639 Common Shares
1,827,222 Preferred Shares
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.6% of the Common Shares and
100% of the Preferred Shares representing
98.0% of the voting power
3
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Nationwide Group Acquisition Corporation ("Purchaser"), an Ohio corporation
and wholly owned subsidiary of Nationwide Mutual Insurance Company ("Parent"),
an Ohio Mutual Insurance Company, obtained all funds needed for the Offer (as
defined herein) through a capital contribution from Parent. Parent obtained such
funds entirely from existing cash accounts.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
At 5:00 p.m., New York City time, on Wednesday, September 30, 1998, the
offer (the "Offer") 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, expired. Based on information provided by the depositary, ChaseMellon
Shareholder Services, L.L.C. (the "Depositary"), a total of approximately
28,040,039 Common Shares were validly tendered and not properly withdrawn
pursuant to the Offer. The Purchaser purchased the Common Shares at the purchase
price of $48.25 per Common Share in cash.
In addition, pursuant to the completion of the merger of ALLIED Mutual
Insurance Company with and into Parent on October 1, 1998, Parent owns 100% of
the Preferred Shares.
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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 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
