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As filed with the Securities and Exchange Commission on February 11, 1997
Registration No. 33-61090
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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
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(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. [ ]
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. [X]
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. [ ]
Page 1 of 21 pages. Exhibit index on page 19.
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ALLIED GROUP, INC.
COMMON STOCK
ALLIED LIFE EMPLOYEE STOCK PURCHASE PLAN
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ALLIED Group, Inc. (the "Company") offers eligible employees of its affiliate,
ALLIED Life Insurance Company ("ALLIED Life"), the opportunity to invest in its
common stock, no par value ("Common Stock") pursuant to the ALLIED Life Employee
Stock Purchase Plan (the "Plan"). The Plan is intended as an incentive to
encourage long-term ownership of Common Stock. Participants pay no brokerage
commissions or service charges on purchases made under the Plan.
The purchase price per share is determined based on the average of the high and
low prices for a share of Common Stock as reported on the New York Stock
Exchange Composite Tape, less a 15% discount. See "How is the purchase price of
the Common Stock determined under the Plan?" in the description of the Plan
herein. The Common Stock is traded on the New York Stock Exchange under the
symbol GRP.
The Company is operated as a part of the ALLIED group of insurance companies.
ALLIED Mutual Insurance Company ("ALLIED Mutual") has operated as a mutual
property-casualty insurance company since 1929. In 1971, it organized the
Company as a wholly-owned subsidiary and transferred to it certain assets,
including the stock of what is now one of the Company's property-casualty
insurance subsidiaries. In 1985, the Company effected an initial public offering
which then resulted in public ownership of approximately twenty-two percent
(22%) of its outstanding Common Stock. As of December 31, 1996, ALLIED Mutual
controls approximately 18% of the outstanding voting stock (common and
preferred) of the Company. An additional 26.5% of the Company's voting stock is
owned by The ALLIED Group Employee Stock Ownership Plan (the "ESOP"), and the
remainder of the outstanding shares of Common Stock are in public ownership.
ALLIED Life is a wholly-owned subsidiary of ALLIED Life Financial Corporation,
of which ALLIED Mutual owned 54% of the outstanding voting stock (common and
preferred) as of December 31, 1996. ALLIED Life is an Iowa stock life insurance
company which underwrites, markets, and distributes life insurance and annuity
products. ALLIED Life sells its products through the independent agency system
of ALLIED Mutual and the Company's property-casualty subsidiaries and also
through a traditional life-only distribution system.
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE COMPANY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 11, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements, and any
other information filed by the Company with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington D.C. 20549 and the following regional offices of
the Commission: Northeast Regional Office, 7 World Trade Center, New York, New
York 10048; and the Midwest Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding registrants that file electronically with the
Commission.
The Company has filed a Registration Statement on Form S-3 with the Commission
in Washington, D.C., in accordance with the provisions of the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain portions of which have been omitted
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits filed as part
thereof. Statements herein contained concerning the provisions of any document
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. The Registration Statement and the exhibits
may be inspected, without charge, at the offices of the Commission, or copies
thereof obtained at prescribed rates from the Public Reference Section of the
Commission at the address set forth above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1996, June 30, 1996, and September 30, 1996; and
3. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated February 18, 1986, under
Section 12 of the Securities Exchange Act of 1934, as amended,
including any amendments or reports filed for the purpose of updating
such description.
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All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company undertakes to provide without charge to each person, including a
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all the information that has been
incorporated by reference in the Registration Statement of which this Prospectus
is a part (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the prospectus incorporates). Such oral or written requests
may be made to: George T. Oleson, Corporate Counsel and Secretary, ALLIED Group,
Inc., 701 Fifth Avenue, Des Moines, Iowa 50391-2000, (515) 280-4211.
THE COMPANY
The Company is a regional insurance holding company headquartered in Des Moines,
Iowa. The Company is primarily engaged through its subsidiaries in the business
of property-casualty insurance and excess and surplus lines insurance.
The Company's three property-casualty subsidiaries, AMCO Insurance Company,
ALLIED Property and Casualty Insurance Company, and Depositors Insurance
Company, write personal lines of insurance (primarily automobile and homeowners)
and commercial lines of insurance for small businesses. The property-casualty
subsidiaries participate in a reinsurance pooling agreement with ALLIED Mutual
Insurance Company, an affiliated property-casualty insurance company, such
agreement generally providing that each company's property-casualty insurance
business is combined and then prorated among the participants according to
predetermined percentages. The Company's property-casualty subsidiaries market
their products through three distribution systems: independent agencies, direct
marketing, and high-volume agencies which contract to sell personal lines
exclusively through the Company's insurance subsidiaries. The Company's
property-casualty subsidiaries operate exclusively in the United States;
primarily in the central and western states through approximately 2,250
independent agencies. Western Heritage Insurance Company is an excess & surplus
lines insurance subsidiary, which primarily underwrites specialty commercial
casualty lines.
The Company is an Iowa corporation with its executive offices located at 701
Fifth Avenue, Des Moines, Iowa 50391-2000. The Company's telephone number is
(515)280-4211.
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THE PLAN
The following questions and answers summarize the major points of the Plan. The
Plan document and other information regarding the Plan is available upon request
and can be obtained without charge from the Human Resources Department, ALLIED
Group, Inc. (See Question 31). Established by the Company in October 1993, the
Plan had reserved for issuance 250,000 shares of Common Stock. After the 3-for-2
stock split on November 15, 1996, there remained to be issued under the Plan
370,958 shares.
Purpose
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1. What is the purpose of the Plan?
The purpose of the Plan is to provide all eligible employees of ALLIED Life with
a convenient method of purchasing shares of Common Stock of the Company, an
affiliate of ALLIED Life, at a 15% discount from market price through payroll
deductions and lump sum contributions. The Plan is intended as an incentive to
encourage long-term ownership of Common Stock.
Participating In the Plan
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2. Can I enroll in the Plan?
You can enroll in the Plan if you have been an employee of ALLIED Life or its
subsidiaries for at least six (6) months and you work more than twenty (20)
hours a week and more than five (5) months in a calendar year.
3. Can I participate in the Plan if I own more than 5% of Company's
voting stock?
No. An employee may not make purchases under the Plan if such employee owns (or
would own subsequent to the Plan purchase) 5% or more of the voting stock of the
Company, regardless of whether the shares were purchased under this Plan.
4. How do I enroll in the Plan?
Enrollment forms are available from your Human Resources representative. Be sure
to complete the entire form.
5. When can I enroll in the Plan?
Eligible employees may enroll in the Plan during the enrollment period in the
month preceding a quarterly Plan period. The Plan operates on quarterly periods
beginning January 1st, April 1st, July 1st, and October 1st of each year. For
example, the enrollment period for the quarter beginning July 1st would be
during the month of June. The deadline for returning forms during the enrollment
period is established by the Human Resources Department and will be communicated
to you.
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6. When does my enrollment form take effect?
The payroll deduct elections made on your enrollment form take effect in the
first pay period ending after the 1st of January, April, July, or October.
Purchases under the Plan
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7. How does the Plan work?
During the enrollment period (see Question 5), each eligible employee may elect
to participate in the Plan, and those employees already participating may
designate a new purchase amount.
8. Can I purchase shares through payroll deduction or lump sum
contributions?
Shares may be purchased under the Plan utilizing payroll deductions, lump sum
contributions, or both payroll deductions and lump sum contributions, subject to
the amount limitations in Questions 13 and 14. Participants will designate on
their enrollment form the extent to which their purchase amount will consist of
payroll deductions and/or a lump sum contribution.
9. If I elect a lump sum contribution on the enrollment form, when must I
pay it?
Lump sum contributions must be paid in full on or before the 1st day of a
quarterly period. No interest will be paid on lump sum contributions pending
purchase of the Common Stock, which is on the last business day of the month.
The election to contribute in one lump sum is irrevocable upon such payment.
10. What happens if I do not pay the lump sum contribution on or before
the 1st day of a quarterly period?
Nonpayment of a lump sum contribution will be deemed withdrawal from the Plan
for that quarterly Plan period. However, if you have signed up for a payroll
deduction for the period in addition to the lump sum contribution, nonpayment of
the lump sum contribution will not affect your payroll deduction. If you fail to
pay a lump sum contribution for a quarterly period, you can still participate in
future quarterly periods.
11. How is the purchase price of the Common Stock determined under the
Plan?
The price paid by the employee is 85% of the fair market value of the Common
Stock on the day the Plan purchases the stock, which is the last business day of
the month. "Fair market value" means the average of the high and low prices for
a share of Common Stock as reported on the New York Stock Exchange Composite
Tape, or if no Common Stock was traded on such date, then the last day traded
immediately prior to the purchase date.
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12. How does the Plan buy the stock?
The Common Stock is purchased directly from the Company by a non-affiliated
agent (the "Agent") on the last business day of each month.
The purchase price is paid through payroll deduction and/or the lump sum
contribution of each employee participating in the Plan. The number of shares to
be purchased will be determined by taking all amounts withheld from or
contributed by the employee pursuant to the Plan since the last date on which
the Plan purchased Common Stock and dividing that figure by the price as
determined in Question 11. The number may include both whole and fractional
shares. There are no fees, commissions, or charges to the employee for purchases
made under the Plan. Your employer, ALLIED Life, reimburses the Company for the
15% discount from fair market value of the Common Stock.
The Company may revise the Plan to provide that purchases will be made on the
open market, but it will not change the source of purchases more than once in
any twelve-month period. Additionally, the Company will not change the source of
purchases without a determination by the Board of Directors or chief financial
officer that it does not wish to issue additional Common Stock or there is
another substantial reason. Neither the Company nor any affiliated purchaser
will exercise any direct or indirect control or influence over the times when or
the prices at which the Agent may purchase shares for the Plan, the number of
Shares to be purchased or the selection of a broker-dealer through which
purchases for the Plan may be executed. If Common Stock is purchased in the open
market, such purchases will be made as soon as practicable after the funds are
received, and in no event later than thirty days after the funds are received,
except where and to the extent necessary under any applicable federal securities
laws or other government or stock exchange regulations. All Shares purchased
under the Plan, from whatever source, will be registered under the Securities
Act.
13. Are there any minimum restrictions on the amount of payroll deductions
or lump sum contributions?
Yes. The amount of the lump sum contributions cannot be less than $30 per
quarterly period, and the amount of the payroll deductions cannot be less than
$10 per month.
14. Are there any maximum restrictions on the amount that can be purchased
under the Plan?
Yes. There is a maximum limit on (a) the amount of annual pay a participant can
contribute and (b) the amount that can be purchased during a calendar year. The
amount a participant can contribute under the Plan cannot be more than 100% of
the participant's regular annual pay. "Annual pay" means the employee's total
earnings from ALLIED Life for the preceding calendar year if the employee was
eligible to participate in the Plan throughout such calendar year.
In addition, a participant cannot purchase more than $25,000 of fair market
value of Common Stock under the Plan per calendar year. "Fair market value" of a
share of Common Stock means the average of the high and low prices for a share
of Common Stock as reported on the New York Stock Exchange Composite Tape.
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Therefore, since a participant purchases the Common Stock at 85% of the fair
market value, the maximum amount that can be contributed by a participant under
the Plan each calendar year is $21,250. Summarizing, a participant cannot
contribute more than 100% of annual pay or $21,260, whichever is less.
15. What is my "annual pay" for the purpose of determining the maximum
contribution amount if I have not worked for ALLIED Life for a full
calendar year prior to the year I enroll in the Plan?
If you were not employed by ALLIED Life for a full calendar year prior to the
year you enroll in the Plan, annual pay means your total earnings from ALLIED
Life for the period (not to exceed 12 months) preceding the date you enrolled to
participate in the Plan.
16. How do I reduce my contribution under the Plan?
During an enrollment period, you may reduce your contribution to any amount as
long as it does not go below the minimum (see Question 13). During the quarterly
period, you may only reduce your contribution to zero, which means a withdrawal
from the Plan until another election is made.
17. If I am participating in the Plan, what happens if I do not designate
an amount during the next enrollment period?
This will result in continuation of the same purchase amount then in effect
until you withdraw from the Plan or designate a different amount. However, each
employee must redesignate his or her purchase amount every five (5) years in
order to continue to participate in the Plan.
Withdrawal and Termination
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18. How do I withdraw from the Plan?
During a quarterly period, you may choose to stop your payroll deductions by
giving two (2) weeks written notice to the Company. The withdrawal will take
effect in the first pay period ending after receipt of your notice by the
Company. During an enrollment period, you may choose to stop your payroll
deductions by checking the appropriate box on the enrollment form. If you
withdraw during a quarterly period or during an enrollment period, you are free
to renew participation by designating a new amount during the next enrollment
period.
19. What happens if my employment is terminated?
If you cease to be employed by ALLIED Life for any reason (including death,
retirement, or disability), your participation under the Plan shall cease to be
effective with your final payroll and/or commission check. Subsequent to
termination, you will receive stock certificates (see Question 22).
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20. What happens if I take an authorized leave of absence?
During an authorized leave of absence, your right to purchase additional shares
under the Plan shall cease unless you continue to receive payroll and/or
commission checks.
Stock Rights under the Plan
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21. What kind of rights do I have as a stockholder under the Plan?
Your rights as a stockholder do not take effect until the Plan purchases the
Common Stock. Once the Common Stock is purchased, you are the beneficial owner
of the stock and have a right to vote and receive dividends on such shares and
to enroll them in the Company's Dividend Reinvestment and Stock Purchase Plan
("DRP"). The terms of the DRP are covered by a separate prospectus available
from your Human Resources representative. Shares purchased through dividend
reinvestment are not entitled to the 15% discount from market price. You must
designate the DRP election on your enrollment form if you wish to reinvest your
dividends.
22. When can I get stock certificates?
You may obtain stock certificates for the shares of Common Stock in your Plan
account after one (1) year has passed since the date the shares were purchased.
However, if your employment with ALLIED Life ceases, you will obtain a stock
certificate for shares held in your name within 120 days after employment
termination. To obtain the certificates, you will need to complete a form which
can be obtained from your Human Resources representative.
23. Are stock certificates issued for whole and fractional shares?
No. Certificates will be issued for whole shares of Common Stock only. Upon
termination of employment, a stock certificate will be issued for whole shares
of Common Stock in accordance with the terms of the preceding paragraph, and any
fractional shares will be automatically converted to cash upon issuance of the
stock certificate. If an employee has withdrawn from the Plan and requests a
stock certificate (which shall be issued in accordance with the terms of the
preceding paragraph), any fractional shares will:
(i) automatically be converted to cash upon issuance of the stock
certificate if the stock certificate represents all of the whole shares in
the participant's account or
(ii) remain in the participant's account if whole shares remain in the
participant's account.
If an active Plan participant requests a stock certificate in accordance with
the terms of the preceding paragraph, any fractional shares will remain in the
participant's Plan account and be added to other fractional shares in such
participant's account to create whole shares of Common Stock.
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24. How do I specify how I wish to have the shares issued?
The form for requesting stock certificates which you can obtain from your Human
Resources representative will have a blank for the name(s) in which the stock
certificate will be issued. You can have the certificate issued under your name
or in joint ownership with your spouse, you can be the custodian for a minor
child, or you can have them issued in any other legal manner.
25. Can I transfer my Plan rights?
You may not make any transfer (including, but not limited to, assignment,
pledge, or hypothecation) of your rights under this Plan other than by will or
by the laws of descent and distribution. For example, you may not pledge, sell
or otherwise transfer the shares held in your Plan account until you receive
them in stock certificate form.
Federal Income Tax Consequences
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26. What are the federal income tax consequences to me if I participate in
the Plan?
The federal income tax consequences under the current law are summarized below.
The following summary is based on an interpretation of present federal income
tax laws and regulations received by the Company from outside tax counsel to the
Company, and may be inapplicable if the laws and regulations are changed.
Federal income tax laws are complex and subject to different interpretations,
and for this reason, specific questions regarding the tax consequences of a sale
or transfer of the stock should be discussed with your tax adviser.
The Company believes that the taxation of the participant for benefits pursuant
to this Plan is governed by Section 83 of the Internal Revenue Code. Pursuant to
Section 83, the participant will have compensation income upon the exercise of
rights to purchase stock in an amount equal to the difference between the stock
purchase price and the fair market value of the stock on the date of purchase.
The Company believes the amount of such income will be equal to the 15% discount
given to the participant on the stock purchase. ALLIED Life will obtain a
corresponding deduction in an amount equal to the 15% discount that it pays to
the Company on its employee's behalf.
The basis of the stock in the hands of the participant will equal its fair
market value at the date of the purchase. Any subsequent capital gain or loss
upon disposition of the stock will be measured by utilizing this basis.
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11
Administration, Modification, and Termination of the Plan
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27. How is the Plan administered?
The Plan is administered by the Compensation Committee of the Board of Directors
of the Company. The Compensation Committee has the full authority to make,
administer, and interpret such rules and regulations as it deems necessary to
administer the Plan. The Compensation Committee may designate officers or agents
of the Company or ALLIED Life to perform administrative duties relating to the
Plan.
In the event any change is made to the Common Stock subject to the Plan or
subject to any outstanding award granted under the Plan (whether by reason of
recapitalization, stock split or reverse split, combination or exchange of
shares, stock dividend, reorganization, merger, consolidation, combination, or
exchange of shares, or other capital change affecting the Common Stock of the
Company), the Compensation Committee is authorized to make appropriate
adjustments to the maximum number of shares subject to the Plan and in the
number and price of shares subject to outstanding options.
28. Can the Plan be modified or terminated?
The Plan will continue in effect until terminated by the Company's or ALLIED
Life's Board of Directors. The Board of Directors of the Company may modify or
amend the Plan at any time, with limited exceptions as stated in the Plan
document. Participation in the Plan is not a guarantee that the Plan will be
retained for any period of time, nor is participation a guarantee to retain any
participant as an employee of ALLIED Life.
29. What is the responsibility of the Company or ALLIED Life under the
Plan?
In connection with the Plan, neither the Company, ALLIED Life, or any agent is
liable for any act done in good faith or for any omission to act in good faith,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death prior to the
receipt of notice in writing of such death. This limitation of responsibility
may not apply to liabilities for violations of federal and state securities
laws, however.
Participants should recognize that neither the Company nor ALLIED Life can
assure them of a profit or protect them against a loss on shares purchased by
them under the Plan.
Additional Information
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30. Where can I get additional information about this Plan or its
administrators?
If you have any questions about this Plan, contact the Human Resources
Department, ALLIED Group, Inc., 701 Fifth Avenue, Des Moines, Iowa 50391-2005,
(515) 280-4211. This prospectus is meant to be a summary of the Plan, which is
much more detailed. You can obtain a copy of the Plan document from the Human
Resources Department. In the event of any conflict between this prospectus and
the Plan, the Plan will control.
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31. What kind of additional information can I obtain?
You can obtain copies of the Plan document or the Company's annual reports,
quarterly reports, description of Common Stock, and other such documents that
the Company is required to file with the Securities and Exchange Commission.
These documents are incorporated by reference into this prospectus. Copies can
be obtained without charge. Requests should be made to the Human Resources
Department, ALLIED Group, Inc., 701 Fifth Avenue, Des Moines, Iowa, 50391-2005,
(515) 280-4211.
The Plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
USE OF PROCEEDS
The management of the Company does not know the number of shares that will be
purchased during the current year under the Plan or the prices at which such
shares will be sold. The proceeds from the sale of any such shares will be added
to the corporate funds of the Company to be used for general corporate purposes.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 7,500,000 shares of preferred stock, without
par value, and 40,000,000 shares of Common Stock, without par value. As of
December 31, 1996, the Company had issued and outstanding 1,827,222 shares of
6-3/4% Series Preferred Stock and 20,382,954 shares of Common Stock, held of
record by approximately 1,100 shareholders.
The holder of the outstanding 6-3/4% Series Preferred Stock is entitled to vote
on all matters submitted to a vote of the holders of the Common Stock of the
Company, voting together with the holders of Common Stock as one class. Each
share of 6-3/4% Series Preferred Stock is entitled to 2.25 votes for every one
share, subject to anti-dilution adjustments, so long as it is held by ALLIED
Mutual or an affiliate or successor of ALLIED Mutual. The 6-3/4% Series
Preferred Stock has a cumulative annual dividend of $1.92375 per share which is
paid on a quarterly basis, and it ranks senior to the Common Stock as to the
payment of dividends. In the event of a liquidation of the Company, the holders
of the 6-3/4% Series Preferred Stock are entitled to receive $28.50 per share
plus accrued dividends prior to any distribution to the holders of Common Stock.
The 6-3/4% Series Preferred Stock is redeemable at any time after five years
from the date of any assignment or transfer to any person who is not an
affiliate or successor of ALLIED Mutual. Upon any assignment or transfer of the
6-3/4% Series Preferred Stock to any person who is not an affiliate or successor
of ALLIED Mutual, it ceases to have voting rights. The 6-3/4% Series Preferred
Stock has no preemptive rights and is not registered or traded.
Holders of Common Stock are entitled to one vote per share, voting together with
the outstanding 6-3/4% Series Preferred Stock as one class on all matters to be
voted on by shareholders including the election of directors. The approval of an
amendment to the Company's Articles of Incorporation which would change the
powers, preferences, or special rights of the 6-3/4% Series Preferred Stock
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13
would require the affirmative vote of a majority of all classes voting as one
class and the affirmative vote of a majority of the class adversely affected,
voting separately. Voting is noncumulative. Consequently, the holders of in
excess of 50% of the combined voting power of the Common Stock and the
outstanding preferred stock will be able to elect all the Company's directors.
Holders of Common Stock are entitled to share ratably on a share-for-share basis
with respect to dividends when, as and if declared by the Board out of funds
legally available therefor, subject to the prior payment of all dividends
accrued on the 6-3/4% Series Preferred Stock. The holders of Common Stock are
entitled upon liquidation of the Company to share ratably on a share-for-share
basis in the net assets available for distribution, subject to the prior rights
of any 6-3/4% Series Preferred Stock then outstanding. All outstanding shares of
Common Stock are, and the shares of Common Stock offered by the Company hereby
will upon issuance and payment therefor be, fully paid and nonassessable. Shares
of Common Stock are not redeemable and have no preemptive or similar rights to
subscribe for additional shares.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is Harris Trust and
Savings Bank, Shareholder Services Division, 311 West Monroe, P.O. Box 755,
Chicago, Illinois 60690.
LEGAL MATTERS
The validity of the Common Stock offered hereby and certain tax matters will be
passed upon by Davis, Brown, Koehn, Shors & Roberts, P. C., Des Moines, Iowa.
Members of Davis, Brown, Koehn, Shors & Roberts, P.C. own an aggregate of 16,350
shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules of the Company and
subsidiaries as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995, incorporated by reference herein and
elsewhere in the Registration Statement have been incorporated by reference
herein and in the Registration Statement in reliance upon the reports of KPMG
Peat Marwick LLP, independent certified public accountants, appearing elsewhere
and incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Sections 851 and 856 of the Iowa Business Corporation Act provide that a
corporation has the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in a
manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe the individual's conduct was unlawful. The
foregoing indemnity provisions notwithstanding, in the case of actions brought
<PAGE>
14
by or in the right of the corporation, no indemnification shall be made to such
director or officer with respect to any matter as to which such individual has
been adjudged to be liable to the corporation unless, and only to the extent
that, the adjudicating court determines that indemnification is proper under the
circumstances.
Article X of Company's Articles of Incorporation provides that the Company shall
indemnify its directors to the fullest extent possible under the Iowa Business
Corporation Act. Article 8 of the Company's Bylaws extends the same indemnity to
its officers. Article X of the Articles also provides that no director shall be
liable to the Company or its stockholders for monetary damages for breach of the
individual's fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for any transaction in which the
director derived an improper personal benefit, or (iv) under the Iowa Business
Corporation Act provisions relating to improper distributions.
The Company maintains a directors' and officers' liability insurance policy to
insure against losses arising from claims made against its directors and
officers, subject to the limitation and conditions as set forth in the policies.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
<PAGE>
15
================================================================================
No person has been authorized to give ALLIED GROUP, INC.
any information or to make any
representation not contained in this
Prospectus and, if given or made, such
information or representation must not
be relied upon as having been authorized
by the Registrant or any Underwriter.
This Prospectus does not constitute an
offer to sell or a solicitation of an ALLIED LIFE EMPLOYEE
offer to buy any of the securities STOCK PURCHASE
offered hereby to any person or by PLAN
anyone in any jurisdiction in which it
is unlawful to make such offer or
solicitation. Neither the delivery of
this Prospectus nor any sales made
hereunder shall, under any
circumstances, create any implication
that the information contained herein is COMMON STOCK
correct as of any date subsequent to the
date hereof.
-------------------
PROSPECTUS
-------------------- -------------------
TABLE OF CONTENTS
Page
Available Information ..................
Documents Incorporated by February 11, 1997
Reference...............................
The Company.............................
The Plan................................
Use of Proceeds.........................
Description of Capital Stock............
Legal Matters...........................
Experts.................................
================================================================================
<PAGE>
16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the estimated expenses to be incurred by the Company in
connection with the offering described in this registration statement.
Cost of printing $1,000.00
Legal fees, Blue Sky fees, and expenses 5,000.00
Accounting 1,000.00
--------
Total $7,000.00
Item 15. Indemnification of Directors and Officers.
The information contained in the Prospectus under the caption "Indemnification
for Securities Act Liabilities" is incorporated by reference herein.
Item 16. Exhibits.
5. Opinion of Messrs. Davis, Hockenberg, Wine, Brown, Koehn & Shors,
P.C., regarding legality of 250,000 shares of stock originally
registered on this Form.
8. Opinion of Davis, Hockenberg, Wine, Brown, Koehn & Shors, P.C. as to
tax matters.
23. a. Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.*
b. Consent of Davis, Hockenberg, Wine, Brown, Koehn & Shors, P.C.
n/k/a Davis, Brown, Koehn, Shors & Roberts, P.C.*
24. Power of Attorney (contained on Signature Page of Post-Effective
Amendment No. 1 previously filed).
*Filed with this Amendment
Item 17. Undertakings.
1. The undersigned registrant hereby undertakes:
a. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
17
c. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 or Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference
in the prospectus to provide such interim financial information.
<PAGE>
18
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 amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Des Moines, State of Iowa, on February 10, 1997.
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
amendment to Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Douglas L. Andersen President (Property- February 10, 1997
- ---------------------------- Casualty) (Principal
Douglas L. Andersen Executive Officer)
/s/ Jamie H. Shaffer President (Financial) February 10, 1997
- ---------------------------- and Treasurer
Jamie H. Shaffer (Principal Executive
Officer and Principal
Accounting Officer)
* Chairman and Director February 10, 1997
- ----------------------------
John E. Evans
* Director February 10, 1997
- ----------------------------
James W. Callison
* Director February 10, 1997
- ----------------------------
Harold S. Carpenter
* Director February 10, 1997
- ----------------------------
Charles I. Colby
* Director February 10, 1997
- ----------------------------
Harold S. Evans
* Director February 10, 1997
- ----------------------------
Richard O. Jacobson
* Director February 10, 1997
- ----------------------------
John P. Taylor
* Director February 10, 1997
- ----------------------------
William E. Timmons
* Director February 10, 1997
- ----------------------------
Donald S. Willis
*By: /s/ Jamie H. Shaffer
-----------------------------
Jamie H. Shaffer
Attorney-in-Fact
<PAGE>
19
EXHIBIT INDEX
Consecutive
Exhibit Page Number
------- -----------
23. (a) Consent of KPMG Peat Marwick LLP, 20
Independent Certified Public
Accountants.
(b) Consent of Davis, Brown, 21
Koehn, Shors & Roberts,
P.C.
<PAGE>
20
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. Our report
refers to a change in the Company's method of accounting for investments in
1993.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Des Moines, Iowa
February 10, 1997
<PAGE>
21
Exhibit 23(b)
February 10, 1997
ALLIED Group, Inc.
701 Fifth Avenue
Des Moines, IA 50391-2000
Re: Post-Effective Amendment No. 2 to
Registration Statement on Form S-3
ALLIED Life Employee 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. 33-61090) 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 Amendment No. 2
to such Registration Statement.
Very truly yours,
/s/ Donald J. Brown
Donald J. Brown
Davis, Brown, Koehn, Shors & Roberts, P.C.
