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As filed with the Securities and Exchange Commission on December 15, 1995
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLIED Group, Inc.
(Exact name of registrant as specified in its charter)
Iowa 42-0958655
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
701 Fifth Avenue, Des Moines, IA 50391-2000
(Address of Principal Executive Offices) (Zip Code)
The ALLIED Group Employee Stock Ownership Plan
(Full title of the plan)
Jamie H. Shaffer, 701 Fifth Avenue, Des Moines, IA 50391-2000
(Name and address of agent for service)
(515) 280-4211
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered(2) offering aggregate fee
registered(1) price offering price
per share(3)
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Common
stock, no 797,205 $35.50 $28,300,778 $9,758.89
par value shares
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(1) In addition, pursuant to Rule 416(c), this registration statement also
covers an indeterminate amount of interests to be offered or sold under the
Plan, for which Rule 457 states there is no separate fee calculation.
(2) The number of shares set forth is the estimated maximum number of shares of
Common Stock that it is anticipated will be issued to participants under
the Plan.
(3) Pursuant to Rule 457(c), the price is computed on the basis of the average
of the high and low prices of Common Stock reported on the consolidated
reporting system of the Nasdaq Stock Market as of December 11, 1995.
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EXPLANATORY NOTE
The contents of two previously filed Registration Statements for The ALLIED
Group Employee Stock Ownership Plan, Registration No. 33-37301 and Registration
No. 33-48234, are hereby incorporated by reference. This registration statement
is being filed to register additional shares of Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Cheryl M. Critelli, Associate Corporate Counsel of ALLIED Group, Inc.
providing the opinion regarding the legality of the securities being registered,
is a participant in The ALLIED Group Employee Stock Ownership Plan (the "Plan").
As of December 31, 1994, Ms. Critelli had 934 shares of ESOP Convertible
Preferred Stock allocated to her Plan account.
Item 8. Exhibits.
5. (a) Opinion of Cheryl M. Critelli, Associate Corporate Counsel, ALLIED
Group, Inc., regarding legality of securities being registered.
(b) Internal Revenue Service Determination Letter qualifying the Plan
under Internal Revenue Code Section 401(a).
23. (a) Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
(b) Consent of Cheryl M. Critelli, Associate Corporate Counsel, ALLIED
Group, Inc. (in her opinion as filed as Exhibit 5 hereto)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, and the State of Iowa, on
December 14, 1995.
ALLIED Group, Inc.
By: /s/ Jamie H. Shaffer
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Jamie H. Shaffer, President (Financial)
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Douglas L. Andersen President (Property- December 14, 1995
- -------------------------- Casualty) (Principal
Douglas L. Andersen Executive Officer)
/s/ Jamie H. Shaffer President (Financial) December 14, 1995
- -------------------------- and Treasurer
Jamie H. Shaffer (Principal Executive,
Financial, and
Accounting Officer)
/s/ John E. Evans Chairman and Director December 14, 1995
- --------------------------
John E. Evans
/s/ James W. Callison
- -------------------------- Director December 14, 1995
James W. Callison
/s/ Harold S. Carpenter
- -------------------------- Director December 14, 1995
Harold S. Carpenter
/s/ Charles I. Colby
- -------------------------- Director December 14, 1995
Charles I. Colby
/s/ Harold S. Evans
- -------------------------- Director December 14, 1995
Harold S. Evans
/s/ Richard O. Jacobson
- -------------------------- Director December 14, 1995
Richard O. Jacobson
/s/ John P. Taylor
- -------------------------- Director December 14, 1995
John P. Taylor
/s/ William E. Timmons
- -------------------------- Director December 14, 1995
William E. Timmons
/s/ Donald S. Willis
- -------------------------- Director December 14, 1995
Donald S. Willis
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Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Des Moines, State of
Iowa, on December 14, 1995.
THE ALLIED GROUP EMPLOYEE STOCK OWNERSHIP PLAN
ESOP Committee (Administrator)
/s/ Charles H. McDonald December 14, 1995
- -------------------------------
Charles H. McDonald
/s/ Marla J. Franklin December 14, 1995
- -------------------------------
Marla J. Franklin
/s/ Jamie H. Shaffer December 14, 1995
- -------------------------------
Jamie H. Shaffer
/s/ George T. Oleson December 14, 1995
- -------------------------------
George T. Oleson
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EXHIBIT INDEX
Consecutive
Exhibit Page Number
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5. (a) Opinion of Cheryl M. Critelli, 6
Associate Corporate Counsel,
ALLIED Group, Inc., regarding
legality of the 797,205
of stock registered
(b) Internal Revenue Service
Determination Letter qualifying
the Plan under Internal
Revenue Code Section 401(a) 7
23. (a) Consent of KPMG Peat Marwick LLP, 10
Independent Certified Public
Accountants
(b) Consent of Cheryl M. Critelli, 6
Associate Corporate Counsel,
ALLIED Group, Inc. (included
in Exhibit 5(a))
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EXHIBIT 5(a)
December 14, 1995
ALLIED Group, Inc.
701 Fifth Avenue
Des Moines, IA 50391-2000
Re: Registration Statement on Form S-8
The ALLIED Group Employee Stock Ownership Plan
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 797,205 shares of Common Stock, no par value, of ALLIED Group, Inc.
(the "Company"), I have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on December 15, 1995
(the "Registration Statement"), corporate records, certificates of public
officials, Company officers, and such other documents as I deemed appropriate or
necessary for the purpose of rendering this opinion.
Based on the foregoing, it is my opinion that the 797,205 shares of
Common Stock of the Company covered by the Registration Statement have been duly
authorized and, when issued and sold in accordance with the terms set forth in
the Registration Statement, will be validly issued, fully paid, and
non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to myself under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Sincerely,
/s/ Cheryl M. Critelli
Cheryl M. Critelli
Associate Corporate Counsel
CMC/ljb
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EXHIBIT 5(b)
Internal Revenue Service Department of the Treasury
District Director
P.O. Box A-3617 DPN20-6
Chicago, IL 60690
Employer Identification Number:
42-0958655
Date: Dec. 20, 1994 File Folder Number:
420000597
Person to Contact:
ALLIED Group, Inc. Glenn R. Thomas
701 5th Ave. Contact Telephone Number:
Des Moines, IA 50391 (312) 886-9587
Plan Name:
ALLIED Group
Employee Stock Ownership Plan
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1 (b)(3) of the Income Tax
Regulations). We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter, dated December 8, 1994. The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
September 27, 1994.
This determination letter is applicable for the plan adopted on March
28, 1990.
This plan satisfies the nondiscrimination in amount required of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a general test described
in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
Letter 835 (DO/CG)
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ALLIED Group, Inc.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the code.
This plan also satisfies the requirements of section 1.40(a)(4)-4(b) of
the regulations with respect to the specific, benefits, rights, or features for
which you have provided information.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have any questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Marilyn W. Day
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Marilyn W. Day
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide for
Employee Benefit Plans
Addendum
Letter 835 (DO/CG)
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ALLIED Group, Inc.
This plan also satisfies the requirements of Code section 4975(e)(7).
Letter 835 (DO/CG)
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
ALLIED Group, Inc.:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Des Moines, Iowa
December 12, 1995
