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As filed with the Securities and Exchange Commission on February 11, 1997
Registration No. 33-48233
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
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. [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 19 pages. Exhibit index on page 16.
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PROSPECTUS
ALLIED GROUP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of ALLIED Group,
Inc. (the "Company") provides participants in the Plan with a convenient and
inexpensive method for purchasing additional shares of common stock, no par
value, of the Company (the "Common Stock"). Any holder of record of Common Stock
is eligible to join the Plan.
Stockholders participating in the Plan may purchase the Company's Common Stock
through:
FULL DIVIDEND REINVESTMENT--Automatically reinvest cash dividends on
all shares of Common Stock held of record.
PARTIAL DIVIDEND REINVESTMENT--Automatically reinvest cash dividends on
part of the shares of Common Stock held of record while continuing to
receive cash dividends on the other shares.
OPTIONAL CASH PAYMENTS--Invest by making optional cash payments of not
less than $25 up to a maximum of $5,000 per month.
Shares of Common Stock purchased under the Plan may be either original issue
shares or open market shares, such determination to be made in the discretion of
the Company. The price per share of Common Stock originally issued by the
Company will be the average of the high and low prices for a share of Common
Stock as reported on the New York Stock Exchange Composite Tape on the date of
purchase. If the shares are purchased in the open market by Harris Trust and
Savings Bank ("Harris Trust"), the price per share will be the average price
paid by Harris Trust to obtain them.
Retain this Prospectus for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY 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.
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.
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4
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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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
General
Established by the Company in 1987, the Plan was amended in 1992 to increase to
900,000 the number of shares available for issuance. After the 3-for-2 stock
split on June 17, 1993, there remained to be issued under the Plan 743,097
shares. After the 3-for-2 stock split on November 15, 1996, there remained to be
issued under the Plan 887,621 shares.
The following questions and answers constitute the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares of Common
Stock of the Company with a convenient and inexpensive method of investing their
cash dividends and making monthly optional cash investments to purchase
additional shares of Common Stock at market price.
2. What are the advantages of the Plan?
Participants in the Plan may purchase additional shares of Common Stock by (a)
having cash dividends on all or a portion of their shares of Common Stock
automatically reinvested, or (b) investing optional cash payments of not less
than $25 per month up to a maximum of $5,000, or (c) investing both dividends
and optional cash payments. The Company absorbs all administrative costs related
to the Plan. Full investment of funds is possible under the Plan because account
balances will be maintained to four decimal places and dividends will be paid on
the fractional shares. Shares purchased for the participant will be held in
safekeeping by the administrator until the participant requests a certificate.
Additionally, the participant will receive a detailed statement each month there
is account activity. See Question 13.
Administration
3. Who administers the Plan for participants?
Harris Trust and Savings Bank ("Harris Trust") has been designated by the
Company as its agent to administer the Plan for participants, maintain records,
send statements of account after each cash dividend payment date to
participants, and perform other duties relating to the Plan. Shares of Common
Stock purchased under the Plan will be held by Harris Trust as custodian for
participants and registered in the name of such bank or its nominee. Harris
Trust also serves as the Company's transfer agent and is the registrar for the
Common Stock. The administrator's address and phone number is:
Harris Trust and Savings Bank
Dividend Reinvestment Service
P.O. Box A3309
Chicago, Illinois 60690
1-800-323-6583
4. How are shares purchased?
If the Company elects to utilize outstanding shares of Common Stock to satisfy
Plan requests, Harris Trust, as agent for the participants, will purchase shares
for all participants in the open market. The timing of purchases is in the sole
discretion of Harris Trust subject to applicable requirements of federal
securities laws. In making purchases of Common Stock, the funds of a participant
may be commingled with those of other participants. Accordingly, the price at
which Common Stock will be purchased for a participant's account will be the
average price of all Common Stock purchased under the Plan for all participants
at such time. Harris Trust will make every effort to invest available funds
promptly, and in no event more than thirty (30) days after Harris Trust's
receipt of a dividend or an optional cash payment, except where postponement is
deemed necessary to comply with applicable provisions of the federal securities
laws.
If open market purchases are not made, the shares issued under the Plan will be
original issue shares of Common Stock purchased directly from the Company. The
price per share of Common Stock purchased directly from the Company will be the
average of the high and low prices for a share of Common Stock as reported on
the New York Stock Exchange Composite Tape on the date of purchase, or if no
Common Stock was traded on such date, then the last day traded immediately prior
to the purchase date. In months in which no dividend is paid, the original issue
shares will be purchased on the 25th day of the month or the next business day
thereafter.
No interest will be paid on any funds held pending investment.
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6
Participation
5. Who is eligible to participate?
Any holder of record of the Company's Common Stock is eligible to participate in
the Plan. If you own stock which is registered in the name of a nominee and you
want to participate directly in the Plan, you should contact your broker and
withdraw your shares from "street name" or other registration and register the
shares in your own name.
6. How does an eligible stockholder participate?
If you are an eligible stockholder, you may join the Plan at any time by signing
the Authorization Form and returning it to Harris Trust. A postage-paid envelope
is provided for this purpose. The Authorization Form authorizes Harris Trust, as
the participant's agent, to receive all or any designated portion of the
participant's dividends (if the participant so elects) and to use the dividends
and/or all optional cash payments to purchase shares of Common Stock for the
participant. Additional Authorization Forms may be obtained at any time by
request to Harris Trust at the address given in response to Question 3, or by
calling the Stockholder Services Department of the Company at (515)280-4617 or
1-800-532-1436.
7. When may an eligible stockholder join the Plan?
A holder of record of shares of Common Stock may join the Plan at any time. For
stockholders electing to participate in the Plan by having cash dividends
reinvested, an Authorization Form must be received by Harris Trust on or before
the 20th day of the month in which the Company pays a dividend on its Common
Stock. Participation in the Plan will commence on the date such dividend is
paid. Traditionally, cash dividends on Common Stock have been paid on or about
the last day of March, June, September, and December. If, however, your
Authorization Card is received after the 20th day, the dividend payable in that
month will be paid to you as usual, and your participation in the Plan will
begin with the next cash dividend payment. For stockholders electing to make
optional cash payments, an Authorization Form along with the payment must be
received by Harris Trust on or before the 20th day of the month. See Question
12.
8. What does the Authorization Form provide?
The Authorization Form allows a stockholder to indicate how he or she wishes to
participate in the Plan. By checking the appropriate box on the Authorization
Form, the stockholder may indicate whether he or she wishes to reinvest cash
dividends paid on some or all shares of the Company's Common Stock registered in
the stockholder's name, with the option of making additional cash payments, or
to participate in the Plan by making voluntary cash payments only.
9. Are there any expenses to participants in connection with
purchases under the Plan?
All administration costs of the Plan, including service costs of Harris Trust,
are paid by the Company. Brokerage fees, if any, which Harris Trust may pay to
acquire the shares in the open market are included in the market price to
participants. Any such brokerage fees are expected to be substantially less than
commission fees paid by individual investors because in the Plan a participant's
transactions are aggregated with those of other participants for the purpose of
making stock transactions in large volume. Any such savings are thus shared by
all participants. No other fee or service charge will be paid by participants in
connection with purchase of Common Stock in the open market. However, if a
participant directs Harris Trust to sell Plan shares, the participant must pay a
brokerage commission and any Harris Trust handling charge. See Question 18.
Purchases
10. How many shares of Common Stock will be purchased for each
participant?
The number of shares to be purchased for your account will depend on the amount
of the cash dividend, the amount of any voluntary cash payments to be invested
on that date, and the price of the shares of Common Stock. Each participant's
account will be credited with that number of shares, including fractions
computed to four decimal places, equal to the total amount to be invested
divided by the purchase price.
11. What will be the price of shares purchased under the Plan?
The price of shares purchased with participant's cash dividend and/or optional
cash payments will be the (a) average price paid by Harris Trust for such shares
if purchased from the open market or (b) if original issue shares, 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. The price
per share of stock purchased on the open market shall be determined by dividing
the aggregate purchase price for such shares by the aggregate number of shares
purchased.
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7
Optional Cash Investments
12. How does the optional cash investment work?
A participant must submit his or her optional cash payment to Harris Trust by
the 20th day of each month. A signed Authorization Form must accompany a
participant's initial optional cash payment. Cash payments are limited to a
minimum of $25 and a maximum of $5,000 per month. In months when no dividend is
paid, cash received from the participant prior to the 20th of the month will be
used to purchase shares of Common Stock as soon as practicable thereafter. In
months when dividends are paid, optional cash payments will be reinvested with
the dividend as soon as practicable after the dividend payment date. No interest
will be paid on optional cash payments. Therefore, it is suggested that optional
cash payments be sent no more than ten (10) days before the 20th of the month.
Reasonable mail delay time should be taken into account so that receipt is on a
timely basis. The same amount of cash need not be sent each month, and there is
no obligation to make an optional cash payment each month. If a participant's
written request for a refund is received by Harris Trust more than 48 hours
before the date on which it would have been invested, the optional cash payment
will be refunded. Officers and directors of the Company and ten percent owners
of Common Stock may be subject to certain restrictions from time to time with
respect to optional cash payments and should contact Company counsel with any
questions.
Statement of Ownership
13. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will be sent a quarterly statement of ownership of
his or her account showing any cash dividends received, any cash contributions
received, the price per share, the number of Plan shares held for the
participant by Harris Trust, the number of shares held by the participant in his
or her name on which dividends are being reinvested, and a history of the
transactions for the current calendar year. Such reports will be mailed as soon
as practicable after each investment is made for a participant's account.
If a participant makes optional cash payments, a statement of ownership will be
sent subsequent to each month in which an optional cash payment is made.
These statements are a participant's continuing record of the cost of his or her
purchases and should be retained for income tax purposes. In addition, as and
when required by applicable federal rules and regulations, each participant will
receive a Prospectus relating to the Plan, and any updates thereto, and copies
of the same communications sent to every other holder of shares of Common Stock,
including the Company's quarterly reports, annual report, notice of annual
meeting and proxy statement, and income tax information for reporting dividends
paid.
Dividends
14. Are the dividends on shares purchased through the Plan
automatically reinvested under the Plan?
Cash dividends on all shares purchased for a participant and credited to his or
her account under the Plan, whether through dividend reinvestment or optional
cash payments, will be automatically reinvested in additional shares of Common
Stock. Those stockholders who elect to make optional cash payments or partial
dividend reinvestment will receive cash dividends on those shares not enrolled
in the Plan.
15. Will participants be credited with dividends on fractions of
shares?
Yes. Account balances will be maintained to four decimal places, and dividends
will be paid on the fractional shares.
Certificates for Shares
16. Will certificates be issued for shares of Common Stock purchased
under the Plan?
Unless requested by a participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. The number of shares credited to a
participant's account under the Plan will be shown on his or her quarterly
statement of account. This serves to protect against loss, theft, or destruction
of stock certificates. Shares held by Harris Trust for the account of a
participant may not be pledged. A participant who wishes to pledge such shares
must request that a certificate for such shares be issued in his or her name.
Certificates for any number of whole shares credited to an account under the
Plan will be issued upon the written request of a participant. This request
should be mailed to:
ALLIED Group, Inc.
c/o Harris Trust and Savings Bank
Dividend Reinvestment Service
P.O. Box A3309
Chicago, Illinois 60690
Any remaining full shares and fractions of a share will continue to be credited
to the participant's account.
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8
Certificates will be issued for whole shares only. Certificates for fractions of
shares will not be issued under any circumstances. If a participant withdraws
from the Plan and requests certificates for shares credited to his or her
account, any fractional shares shall be paid to the participant in cash.
17. In whose name will certificates be issued?
A participant's account under the Plan will be maintained in the name in which
the shares were registered at the time of enrollment. Consequently, if and when
certificates for shares held under the Plan are issued, such certificates will
be issued in that name.
Withdrawal
18. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must notify Harris Trust in
writing that he or she wishes to withdraw. The form which may be used for this
purpose is a part of the participant's quarterly statement of ownership. Such
notice should be sent to:
ALLIED Group, Inc.
c/o Harris Trust and Savings Bank
Dividend Reinvestment Service
P.O. Box A3309
Chicago, Illinois 60690
A participant's withdrawal takes effect when such notice is received by Harris
Trust; provided, however, that withdrawal notices received within ten (10) days
prior to a dividend record date will not take effect until completion of the
investment. When a participant withdraws from the Plan or upon termination of
the Plan by the Company, certificates for whole shares credited to his or her
account under the Plan will be issued to the participant, and a cash payment
will be made for any fraction of a share. Alternatively, the participant may
direct Harris Trust in the notice of withdrawal that all of the shares, both
whole or fractional (partial sales are not allowed), credited to his or her
account in the Plan should be sold by Harris Trust. Such sale will be made at
market price as soon as practicable or within seven (7) business days after
withdrawal takes effect and will be made through Harris Trust. The proceeds of
such sale, less any brokerage commission and any Harris Trust handling charge,
will be sent to the participant. Upon withdrawal from the Plan, any uninvested
optional cash payments will be returned to the withdrawing participant.
19. What happens to a fraction of a share when a participant withdraws
from the Plan?
When a participant withdraws from the Plan a cash payment representing any
fraction of a share credited to his or her account will be mailed directly to
the participant. The cash payment to each such participant for the fractional
(partial sales are not allowed) shares will be based on the current market
price(s), as calculated and in the same manner as whole shares.
Tax Consequences of Participation in the Plan
20. What are the federal income tax consequences of participation in
the Plan?
The following is a summary of certain federal income tax consequences of
participating in the Plan. The tax consequences to a particular participant may
vary on account of individual circumstances. A participant should consult with
the participant's tax advisor for advice applicable to the participant's
particular situation.
The amount of cash dividends paid to a participant by the Company is considered
taxable income, even though reinvested through the Plan. Expenses and fees paid
for a participant by the Company will be included as dividend income, for tax
purposes, and these expenses and fees will be added to the cost basis of the
shares purchased through the Plan. The information return sent to a participant
and the Internal Revenue Service at year-end will show as dividend income the
amount of dividends reinvested through the Plan, as well as any of these fees
and expenses.
A participant will not realize any taxable income when the participant receives
certificates for whole shares credited to the participant's account. Gain or
loss will be recognized by the participant when the participant sells such whole
shares and will be recognized by a participant when a fractional share credited
to the participant's account is sold pursuant to the terms of the Plan.
Other Information
21. What happens when a participant sells or transfers all of the
shares registered in the participant's name?
If a participant sells or transfers all of the shares of Common Stock registered
in his or her name but maintains shares in his or her Plan account, dividends
will continue to be reinvested on the shares held in the participant's Plan
account until Harris Trust is otherwise notified.
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9
22. What happens if the Company issues a stock dividend or declares a
stock split, and are the authorized shares adjusted?
Any stock dividends or split shares distributed by the Company on shares
credited to the account of a participant under the Plan will be added to the
participant's account. Stock dividends or split shares distributed on shares
registered in the name of the participant will be mailed directly to such
participant in the same manner as to stockholders who are not participating in
the Plan.
In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, share combination, or other
change in the corporate structure of the Company affecting the shares, such
adjustment shall be made in the number of shares which may be delivered under
the Plan as may be determined to be appropriate and equitable (pro-rata) by the
Board of Directors of the Company, in its sole discretion, to prevent dilution
or enlargement of rights.
23. How will a participant's shares be voted at meetings of
stockholders?
All shares credited to a participant's account under the Plan will be voted as
the participant directs. If on the record date for a meeting of stockholders
there are shares of Common Stock credited to the account of a participant in the
Plan, such participant will be sent the proxy material being sent to all holders
of Common Stock for that meeting. If such participant returns a properly
executed proxy in the required time, it will be voted with respect to all shares
credited to the account of such participant (including any fraction) as well as
all other shares registered in the participant's name; or such participant may
vote all of such shares in person if he or she attends the meeting.
24. What is the responsibility of the Company under the Plan?
The Company or its agent in administering the Plan will not be liable for any
act performed 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 receipt of notice
in writing of such death.
Neither the Company nor Harris Trust can or does assure a participant of profit
or protection against a loss on the shares purchased under the Plan. The Plan
does not represent a change in the Company's dividend policy. Payment of
dividends will continue to depend on future earnings, financial requirements,
and other factors.
25. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan as deemed
desirable or necessary in connection with the operation of the Plan and to
review in good faith the method of price calculation in order to correct
inequities and/or resolve questions of ambiguities of or in conflict with the
various provisions of the Plan. All transactions in connection with the Plan
shall be governed by the laws of the State of Iowa.
26. Who bears the risk of market price fluctuations in the Company's
Common Stock?
The participant will bear the risk of market price fluctuations whether shares
are purchased through the Plan or through securities market transactions. The
Company cannot guarantee that shares purchased under the Plan will at any
particular time be worth more or less than their purchase price.
27. May the Plan be changed or discontinued?
The Board of Directors of the Company reserves the right to suspend, modify, or
terminate the Plan at any time. Notice of such suspension, modification, or
termination will be sent to all participants.
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USE OF PROCEEDS
No proceeds will be realized by the Company when Plan shares are purchased on
the open market. The Company has not determined the number of original issue
shares that will be purchased directly from the Company under the Plan and the
amount of proceeds of any such shares. The proceeds to the Company from the
issuance and sale of any original issue shares are expected to be used for
general corporate purposes.
LEGAL MATTERS
Certain legal matters in connection with the sale have been passed upon by
Davis, Brown, Koehn, Shors & Roberts, P.C., 2500 Financial Center, Des Moines,
Iowa 50309, and Cheryl M. Critelli, Associate Corporate Counsel, ALLIED Group,
Inc. Members of the firm 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 its
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 herein and in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, 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
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 indemnifications 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>
11
==============================================================
No person has been authorized to give 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 offer to buy any of the
securities offered hereby to any person or by 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
correct as of any date subsequent to the date hereof.
TABLE OF CONTENTS
Page
Available Information.........................................
Incorporation of Certain
Information by Reference..................................
The Company...................................................
Dividend Reinvestment and Stock
Purchase Plan
General...............................................
Purpose...............................................
Administration........................................
Participation.........................................
Purchases.............................................
Optional Cash Investments.............................
Statement of Ownership................................
Dividends.............................................
Certificates for Shares...............................
Withdrawal............................................
Tax Consequences of
Participation in the Plan..........................
Other Information.....................................
Use of Proceeds...........................................
Legal Matters.............................................
Experts...................................................
Indemnification for Securities
Act Liabilities.......................................
==============================================================
FORM # 11444 (02-97) 00
- -----------------------
<PAGE>
12
======================================================
ALLIED Group, Inc.
Dividend Reinvestment
and
Stock Purchase Plan
Common Stock
ALLIED
GROUP
----------
PROSPECTUS
----------
February 11, 1997
======================================================
<PAGE>
13
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. 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.*
24. Power of Attorney (contained on Signature Page of Post-Effective
Amendment No. 2 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.
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.
<PAGE>
14
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>
15
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>
16
EXHIBIT INDEX
Consecutive
Exhibit Page Number
------- -----------
23. (a) Consent of KPMG Peat Marwick LLP, 17
Independent Certified Public
Accountants.
(b) (1) Consent of Davis, Brown, 18
Koehn, Shors & Roberts,
P.C.
(2) Consent of Cheryl M. Critelli, 19
Associate Corporate Counsel,
ALLIED Group, Inc.
<PAGE>
17
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>
18
Exhibit 23(b)(1)
February 10, 1997
ALLIED Group, Inc.
701 Fifth Avenue
Des Moines, IA 50391-2000
Re: Post-Effective Amendment No. 3 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 Amendment No. 3
to such Registration Statement.
Very truly yours,
/s/ Donald J. Brown
Donald J. Brown
Davis, Brown, Koehn, Shors & Roberts, P.C.
<PAGE>
19
Exhibit 23 (b)(2)
February 10, 1997
ALLIED Group, Inc.
701 Fifth Avenue
Des Moines, IA 50391-2000
Re: Post-Effective Amendment No. 3 to Registration Statement on Form S-3
Dividend Reinvestment and Stock Purchase Plan
Gentlemen:
I consent to the use of my opinion filed as Exhibit 5(c) to the Registration
Statement on Form S-3 filed by ALLIED Group, Inc. with the Securities Exchange
Commission, and to the reference to myself under the caption "Legal Matters" in
the Prospectus contained in Amendment No. 3 to such Registration Statement.
Sincerely,
/s/ Cheryl M. Critelli
Cheryl M. Critelli
Associate Corporate Counsel
(515) 280-4818
