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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 2)
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
This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission on May 19, 1998 by Nationwide Group Acquisition Corporation, an Ohio
corporation and a wholly owned subsidiary of Nationwide Mutual Insurance
Company, 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 $47.00 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")
and in the related Letter of Transmittal. Capitalized terms used and not
defined herein shall have the meanings assigned such terms in the Offer to
Purchase and the Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Upon successful conclusion of the Offer, Parent intends to terminate
the ESOP and distribute the benefits to the ESOP participants. All qualifying
employees of the Company will thereafter be eligible to participate in Parent's
401(k) plan. As part of the termination, all participants' accounts will become
fully vested and nonforfeitable. Participants can then choose to roll over the
distribution to an IRA, roll over the distribution to Parent's 401(k) plan, or
otherwise receive it as a taxable distribution.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(25) Letter to participants in the Allied Group Employee Stock Ownership
Plan.
(a)(26) Advertisement entitled "To the Employees of Allied:".
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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: May 29, 1998
NATIONWIDE MUTUAL INSURANCE COMPANY
By: /s/ David A. Diamond
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Name: David A. Diamond
Title: Vice President - Enterprise Controller
NATIONWIDE GROUP ACQUISITION CORPORATION
By: /s/ Mark B. Koogler
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Name: Mark B. Koogler
Title: Vice President - Associate General Counsel
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Exhibit (a)(25)
To: Participants in the Allied Group
Employee Stock Ownership Plan
As many of you know, Nationwide Mutual Insurance Company and its wholly
owned subsidiary Nationwide Group Acquisition Corporation have announced a cash
tender offer for all of the outstanding common stock of Allied Group, Inc. at a
price of $47 per share, net to the seller in cash, without interest thereon. As
a participant in the Allied Group Employee Stock Ownership Plan, you have the
opportunity to decide whether to tender your shares held for your benefit by the
Plan.
If the tender offer is successful, you will be allocated $47 for every
share in your account. Moreover, based on recent IRS guidance, we estimate that
an additional $38 per share should be available for allocation to your account
on the next allocation date. This additional allocation is based upon our
estimate of the current number of unallocated and allocated shares held by the
ESOP and the current ESOP debt. THEREFORE, WHEN COMPARED TO THE CLOSING PRICE ON
MAY 15, 1998 (THE MOST RECENT TRADING DAY PRIOR TO THE ANNOUNCEMENT DATE OF THE
OFFER) OF ALLIED GROUP, INC. COMMON STOCK OF $27.75, OUR CALCULATIONS SHOW THAT
THE STOCK PORTION OF EACH TENDERING PARTICIPANT'S ACCOUNT WILL TRIPLE BASED ON
THE OFFER PRICE AND THE ADDITIONAL ALLOCATION DESCRIBED ABOVE.
THIS LETTER ACCOMPANIES TENDER OFFER MATERIALS TO HELP YOU MAKE AN INFORMED
DECISION. UPON SUCCESSFUL CONCLUSION OF THE TENDER OFFER, NATIONWIDE WILL
TERMINATE THE PLAN AND DISTRIBUTE THE BENEFITS TO THE PARTICIPANTS. ALL
QUALIFYING ALLIED EMPLOYEES WILL THEREAFTER BE ELIGIBLE TO PARTICIPATE IN
NATIONWIDE'S 401(K) PLAN.
AS PART OF THE TERMINATION, ALL PARTICIPANTS' ACCOUNTS WILL BECOME FULLY
VESTED AND NONFORFEITABLE. PARTICIPANTS CAN THEN CHOOSE TO ROLL OVER THE
DISTRIBUTION TO AN IRA, ROLL OVER THE DISTRIBUTION TO NATIONWIDE'S 401(K) PLAN,
OR OTHERWISE RECEIVE IT AS A TAXABLE DISTRIBUTION.
We believe that your positive response will maximize your account and,
therefore, strongly urge you to tender your shares. If you have any questions or
would like more information, contact Georgeson & Company Inc., the information
agent, at (800) 223-2064.
Nationwide reaffirms its commitment to increase the current level of Allied
employment, and looks forward to making its benefit programs available to its
new employees.
Your direction regarding your tender of shares is, by law and under the
terms of the Plan, confidential. We encourage you to give your instructions to
the Plan Trustee in order to accomplish the tender of your shares.
Very truly yours,
NATIONWIDE MUTUAL INSURANCE COMPANY
NATIONWIDE GROUP ACQUISITION CORPORATION
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LETTER OF DIRECTION
To: State Street Bank and Trust Company
Trustee of the Allied Group Employee Stock Ownership Plan
200 Newport Avenue, Room 7S
North Quincy, MA 02171
Ladies and Gentlemen:
The undersigned participant or beneficiary in the Allied Group Employee
Stock Ownership Plan hereby directs you to tender all shares of Allied Group,
Inc. attributable to my participation in the Plan to Nationwide Group
Acquisition Corporation in response to its Offer to Purchase, dated May 19,
1998.
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Exhibit (a)(26)
TO THE
EMPLOYEES OF
ALLIED:
If you're a participant in the ALLIED Employee Stock Ownership
Plan (ESOP), the value of your account should triple.*
How would this work?
First, your account would get the benefit of Nationwide's tender offer for $47
per share. Second, the ESOP debt, currently about $22.4 million would be paid
off from the tender offer proceeds received by the unallocated portion of the
ESOP. Third, the surplus in the unallocated portion of the ESOP would be
distributed among the 2,500 or so participants at the next accounting date for
AN AVERAGE TOTAL YIELD OF $163,000 PER PARTICIPANT. Of course, the actual amount
allocated to your account would depend on your proportionate share of the ESOP.
YOU WOULD NOT HAVE TO WAIT to get the full benefit. Following completion of the
tender offer, NATIONWIDE WILL FULLY VEST ALL ESOP PARTICIPANTS. The ESOP would
then be terminated and your benefits distributed to you. If you wish to defer
taxes on the distribution, you could roll it over to an IRA or Nationwide's
401(k) plan.
ALL THIS, PLUS NATIONWIDE'S PUBLIC PLEDGE TO GUARANTEE CURRENT ALLIED EMPLOYMENT
LEVELS AND ITS EXPRESSED INTENTION TO ADD 400 NEW JOBS IN DES MOINES ALONE OVER
THE NEXT FOUR YEARS.
To get these benefits, instruct your ESOP trustee to tender into the Nationwide
offer. Remember, by law your instructions are confidential.
If you own ALLIED common shares independent of the ESOP, tender these shares
directly into the Nationwide offer.
NATIONWIDE IS ON YOUR SIDE
[LOGO]
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Questions? Call GEORGESON & COMPANY INC.,
at 1-800-223-2064 or visit our website at georgeson.com.
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*This benefit is based on our calculation of an estimated $183 million surplus
which will be divided among approximately 2,500 participants. Based upon our
interpretation of a recent IRS technical advice memorandum, at the next
accounting date each participant will receive an earnings allocation of
approximately $38 per share, in addition to the $47 tender price per share.
After payment of the ESOP debt, the average account balance per participant
should approximate $163,000 with the actual amounts credited to a participant's
account dependent on their account balance.
