ALLIED GROUP INC
S-8 POS, 1995-11-13
FIRE, MARINE & CASUALTY INSURANCE
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As filed with the  Securities  and  Exchange  Commission  on  November  13, 1995
                                                        Registration No. 33-6643
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 3

                                       TO

                                    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)



                ALLIED Group Inc., Nonqualified Stock Option 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)








================================================================================


                               Page 1 of 3 pages.




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                 DEREGISTRATION OF 33,135 SHARES OF COMMON STOCK

          On June 18,  1986,  ALLIED  Group,  Inc.  (the  "Company")  registered
150,000  shares of common  stock for  issuance  under  the  ALLIED  Group,  Inc.
Nonqualified  Stock  Option  Plan (the  "Plan") on  Registration  Statement  No.
33-6643. Prior to June 17, 1993, no shares had been issued pursuant to the Plan,
leaving 150,000 shares for issuance under Registration Statement No. 33-6643. On
June 17,  1993,  as a result of a 3-for-2  stock split of the  Company's  common
stock and by operation of Rule 416 promulgated under the Securities Act of 1933,
as amended,  Registration  Statement  No.  33-6643  was deemed to cover  225,000
shares of common stock for issuance under the Plan.

         As of October 20, 1995,  there  remained  97,500 shares of common stock
available for issuance in  connection  with future option grants under the Plan.
On October  20,  1995,  the Board of  Directors  amended  the Plan to reduce the
number of shares of common stock that could be issued in connection  with future
option grants under the Plan to 64,365 shares.  Accordingly,  the Company hereby
deregisters 33,135 shares (out of 97,500 shares) of common stock.



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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, State of Iowa, on November
13, 1995.

                                     ALLIED Group, Inc.

                                     By: /s/ Jamie H. Shaffer
                                         ---------------------------------------
                                         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-          November 13, 1995
- ---------------------------        Casualty) (Principal
    Douglas L. Andersen            Executive Officer)

/s/  Jamie H. Shaffer            President (Financial)         November 13, 1995
- ---------------------------        and Treasurer 
     Jamie H. Shaffer              (Principal Executive,
                                   Financial, and
                                   Accounting Officer)

/s/    John E. Evans             Chairman and Director         November 13, 1995
- ---------------------------
       John E. Evans

- ---------------------------      Director                      November   , 1995
     James W. Callison

/s/ Harold S. Carpenter          Director                      November 13, 1995
- ---------------------------
    Harold S. Carpenter

/s/  Charles I. Colby            Director                      November 13, 1995
- ---------------------------
     Charles I. Colby

- ---------------------------      Director                      November   , 1995
      Harold S. Evans

- ---------------------------      Director                      November   , 1995
    Richard O. Jacobson

/s/   John P. Taylor             Director                      November 13, 1995
- ---------------------------
      John P. Taylor

/s/ William E. Timmons           Director                      November 13, 1995
- ---------------------------
    William E. Timmons

- ---------------------------      Director                      November   , 1995
      Donald S. Willis


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