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1
As filed with the Securities and Exchange Commission on November 1, 1996
Registration No. 33-48233
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIED Group, Inc.
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(Exact name of registrant as specified in its charter)
Iowa 42-0958655
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
701 Fifth Avenue, Des Moines, Iowa 50391-2000, (515) 280-4211
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(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Jamie H. Shaffer
701 Fifth Avenue, Des Moines, IA 50391-2000, (515) 280-4211
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Pursuant to Rule 429, the Prospectus included as part of this Registration
Statement also relates to Registration Statement No. 33-15461 previously filed
by the Company.
Page 1 of 9 pages. Exhibit index on page 6.
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The Registration Statement as heretofore amended is incorporated
herein by reference. The Registrant has effected a three for two stock split by
means of the issuance of a share dividend of one (1) share of Common Stock on
each two (2) shares of Common Stock outstanding to shareholders of record as of
November 15, 1996. Pursuant to Rule 416(b) under the Securities Act of 1933, as
amended, this Registration Statement is deemed to cover the additional 295,874
shares of the Registrant's Common Stock resulting from the stock split on the
registered securities.
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ADDENDUM TO ALLIED GROUP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
NOVEMBER 1, 1996
Effective November 15, 1996, the Company has effected a 3-for-2 stock
split which increased the number of shares remaining to be issued under the Plan
from 591,747 to 887,621.
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4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
5. a. Opinion of Messrs. Davis, Hockenberg, Wine, Brown, Koehn & Shors,
P.C., regarding legality of 400,000 shares of stock originally
registered on this Form.
b. Opinion of Cheryl M. Critelli, Assistant Corporate Counsel,
ALLIED Group, Inc., regarding legality of 500,000 shares of stock
registered.
c. Opinion of Cheryl M. Critelli, Associate Corporate Counsel,
ALLIED Group, Inc., regarding legality of 247,699 shares of stock
registered.
d. Opinion of Cheryl M. Critelli, Associate Corporate Counsel,
ALLIED Group, Inc., regarding legality of 295,874 shares of stock
registered.*
23. a. Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.*
b. (1) Consent of Davis, Hockenberg, Wine, Brown, Koehn & Shors,
P.C. n/k/a Davis, Brown, Koehn, Shors & Roberts, P.C.*
(2) Consent of Cheryl M. Critelli, Associate Corporate Counsel,
ALLIED Group, Inc. (contained in her opinion as filed as
Exhibit 5(d) hereto).
*Filed with this Amendment
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5
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Des Moines, State of Iowa, on October 31, 1996.
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 has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes each of Jamie H. Shaffer and George T. Oleson, with full power
of substitution, to execute in the name of such person and to file any amendment
or post-effective amendment to this Registration Statement making such changes
in this Registration Statement as the Registrant deems appropriate, and appoints
each of Jamie H. Shaffer and George T. Oleson, with full power of substitution,
attorney-in fact to sign and to file any such amendment and post-effective
amendment to this Registration Statement.
Signature Title Date
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/s/ Douglas L. Andersen President (Property- October 31, 1996
- ------------------------------- Casualty) (Principal
Douglas L. Andersen Executive Officer)
/s/ Jamie H. Shaffer President (Financial) October 31, 1996
- ------------------------------- and Treasurer
Jamie H. Shaffer (Principal Executive
Officer and Principal
Accounting Officer)
/s/ John E. Evans Chairman and Director October 31, 1996
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John E. Evans
/s/ James W. Callison Director October 31, 1996
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James W. Callison
/s/ Harold S. Carpenter Director October 31, 1996
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Harold S. Carpenter
/s/ Charles I. Colby Director October 31, 1996
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Charles I. Colby
/s/ Harold S. Evans Director October 31, 1996
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Harold S. Evans
/s/ Richard O. Jacobson Director October 31, 1996
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Richard O. Jacobson
/s/ John P. Taylor Director October 31, 1996
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John P. Taylor
/s/ William E. Timmons Director October 31, 1996
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William E. Timmons
/s/ Donald S. Willis Director October 31, 1996
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Donald S. Willis
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6
EXHIBIT INDEX
Consecutive
Exhibit
Page Number
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5. (d) Opinion of Cheryl M. Critelli, 7
Associate Corporate Counsel,
ALLIED Group, Inc., regarding
legality of the 295,874 shares of
stock registered
23. (a) Consent of KPMG Peat Marwick LLP, 8
Independent Certified Public
Accountants
(b) (1) Consent of Davis, Brown, 9
Koehn, Shors & Roberts,
P.C.
(2) Consent of Cheryl M. Critelli,
Associate Corporate Counsel,
ALLIED Group, Inc. (included
in Exhibit 5 (d))
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Exhibit 5(d)
October 31, 1996
ALLIED Group, Inc.
701 Fifth Avenue
Des Moines, IA 50391-2000
Re: Post-Effective Amendment No. 2 to Registration Statement on Form S-3
Dividend Reinvestment and Stock Purchase Plan
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, (the "Act") (and in connection with Rule 416 of the Act) of 295,874
shares of Common Stock, no par value, of ALLIED Group, Inc. (the "Company"),
resulting from a 3-for-2 stock split, I have examined the Post-Effective
Amendment No. 2 to Registration Statement on Form S-3 to be filed by you with
the Securities and Exchange Commission on November 1, 1996 (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 295,874 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 "Legal
Matters" in the Prospectus contained in the Registration Statement.
Sincerely,
/s/ Cheryl M. Critelli
Cheryl M. Critelli
Associate Corporate Counsel
(515) 280-4818
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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 and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Des Moines, Iowa
October 31, 1996
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9
Exhibit 23(b)(1)
October 31, 1996
ALLIED Group, Inc.
701 Fifth Avenue
Des Moines, IA 50391-2000
Re: Post-Effective Amendment No. 2 to
Registration Statement on Form S-3
Dividend Reinvestment and Stock Purchase Plan
Gentlemen:
We consent to the use of our opinion filed as Exhibit 5.a. to the
Registration Statement on Form S-3 (Registration No. 33-48233) filed by ALLIED
Group, Inc. with the Securities Exchange Commission, and to the reference to us
under the caption "Legal Matters" in the Prospectus contained in such
Registration Statement.
Very truly yours,
/s/ Donald J. Brown
Donald J. Brown
Davis, Brown, Koehn, Shors & Roberts, P.C.
