ALLIED GROUP INC
8-K, 1996-03-06
FIRE, MARINE & CASUALTY INSURANCE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    Form 8-K
                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




                          Date of Report March 6, 1996
                        (Date of earliest event reported)


                               ALLIED Group, Inc.
             (Exact name of registrant as specified in its chapter)

            Iowa                            0-14243               42-0958655
  (State of other jurisdiction of        (Commission          (I.R.S. Employer
  incorporation or organization)         Fine Number)        Identification No.)


     701 Fifth Avenue, Des Moines, Iowa                            50391-2000
  (Address of principal executive offices)                         (Zip Code)


                                  515-280-4211
               (Registrant's telephone number including area code)



                The total number of pages contained herein is 3 .





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Item 5.  Other Events.

On March 6, 1996, ALLIED Group, Inc. announced two events. The first was a Board
of Directors  decision to pay first-quarter 1996 dividends of $0.22 per share on
March 28, 1996, and the second was that the ESOP Trustee  elected to convert the
ESOP Series  preferred  stock to common stock on March 7, 1996.  Attached hereto
and  incorporated  herein is the press release which is filed as Exhibit 20.1 to
this Form 8-K.







Item 7.  Financial Statements and Exhibits.

(c)  Exhibits

    20.1   Press release dated March 6, 1996






                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                  ALLIED Group, Inc.
                                                     (Registrant)



                                               /s/       Jamie H. Shaffer
                                        ---------------------------------------
                                        Jamie H. Shaffer, President (Financial)
                                           (Principal Financial Officer and 
                                            Principal Accounting Officer)



Date:  March 6, 1996


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                                                                   EXHIBIT 20.1
                                                                               
                                                                         ALLIED
                                                                           LOGO

NEWS RELEASE                                                 ALLIED Group, Inc.
For Immediate Release                                              701 5th Ave.
NASDAQ Symbol:  ALGR                                 Des Moines, IA  50391-2000
                                           Contact: Jim Shaffer  (515) 280-4326

                          ALLIED GROUP, INC. ANNOUNCES
                    DIVIDEND INCREASE, ESOP STOCK CONVERSION

Des Moines,  Iowa, March 6, 1996--ALLIED  Group, Inc. today announced two events
significant  to  investors.  The first was a Board of  Directors  decision;  the
second  was an action  taken by the  Trustee  of the  Company's  Employee  Stock
Ownership Plan (ESOP).

At the March 5, 1996 Board meeting,  the Directors  voted to pay a first-quarter
1996 dividend of $0.22 per share on March 28, 1996 to  stockholders of record on
March 26th. The dividend is $0.05 higher than the one paid in the fourth quarter
of 1995. "The increase  recognizes the Company's strong capital position and its
potential  financial  performance,"  said Chairman John Evans.  "The dividend is
expected to be in the mainstream in terms of payout ratio and yield."

Evans  emphasized  that in awarding the merited  increase,  Directors  gave full
consideration  to the dividend policy of the past ten years:  "We understand the
significance  investors  have  placed on our history of steady  annual  dividend
increases."

Primarily on the strength of the higher  dividend and the Company's  performance
trends,  the ESOP  Trustee has elected to convert  the ESOP  preferred  stock to
common stock. The date of the conversion will be March 7, 1996.

Since the 2.9 million shares of ESOP Series convertible preferred stock were not
part of the  3-for-2  common  stock  split in 1993,  each of those  shares  will
convert to 1.5 shares of common stock.  The conversion  will increase the number
of common shares outstanding to 13.9 million and the total market capitalization
to more than $575 million.

"The actions should be favorably received by the investment community," said Jim
Shaffer, President (Financial).  "The higher dividend enhances total return, the
conversion  will  eliminate the confusing  disparity  between  primary and fully
diluted  earnings per share, and our market cap will henceforth be calculated on
a consistent basis."

Shaffer highlighted the positive impact on the Company's employee-owners:  "Once
their ESOP account has been  converted,  they'll share  directly in all benefits
that accrue to other  investors.  Participating  in the higher dividend yield on
their common stock will be an immediate reward."

ALLIED Group,  Inc. 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. Information on ALLIED Group, Inc. is now
available  at  http://www.cprofiles.com,   http://www.prnewswire.com/cnoc,   and
http://www.cfonews.com/ALGR.

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