As filed with the Securities and Exchange Commission on January 31, 1997
Registration No. 333-19163
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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. [ ]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Page 1 of 20 pages. Exhibit index on page 19.
Page 2
Prospectus
ALLIED GROUP, INC.
AGENCY STOCK PURCHASE PLAN
500,000 SHARES OF COMMON STOCK
ALLIED Group, Inc. (the "Company") offers participation in the Agency Stock
Purchase Plan (the "Plan"). The Plan provides eligible insurance agencies and
insurance agents of the Company's property-casualty subsidiaries and of ALLIED
Mutual Insurance Company an opportunity to acquire a proprietary interest in
the Company and foster the common interests of the Company and its agencies in
achieving long-term profitable growth for the Company.
Shares of common stock, no par value, of the Company (the "Common Stock") for
the Plan will be made available on the terms described herein and will be
authorized and unissued shares. The purchase price for a share of Common Stock
purchased from the Company under the Plan will be equal to ninety percent (90%)
of 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.
There will be no brokerage commissions or service charges upon the purchase of
Common Stock under the Plan. The Company will bear all administrative costs of
the Plan. Harris Trust and Savings Bank has been designated by the Company as
its agent to administer the Plan for participants.
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
Page 3
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, Suite 1300,
New York, New York 10048; and the Midwest Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. 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 January 17, 1997, 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.
Page 4
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.
Page 5
AGENCY STOCK PURCHASE PLAN
The following is a complete statement of the Agency Stock Purchase Plan
("Plan").
Purpose
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The Plan is established by ALLIED Group, Inc. ("Company") for the benefit of
the insurance agencies and the agents of the Company's property-casualty
subsidiaries and of the Company's affiliated shareholder, ALLIED Mutual
Insurance Company ("Mutual"). The Company's property-casualty subsidiaries and
Mutual shall be referred to in the Plan as "ALLIED". This Plan provides an
opportunity for ALLIED's agencies and agents to acquire a long-term interest in
the Company through the purchase of Common Stock at a discount from fair market
value. In offering this Plan, the Company seeks to foster the common interests
of the Company and ALLIED's agencies and agents in achieving long-term
profitable growth for the Company. Accordingly, the Company has created this
Plan for the purpose of facilitating the purchase and long-term holding of
shares of Common Stock. It is expected that a participant that purchases shares
of stock hereunder will hold such shares on a long-term basis. The Plan is not
intended to benefit a participant who immediately resells the shares acquired
hereunder, and such conduct may cause a participant to become ineligible.
Advantages to Participants
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The Plan provides participants with a convenient and inexpensive method for
purchasing shares of Common Stock. Participants in the Plan may purchase Common
Stock at a ten percent (10%) discount from current market value. There will be
no brokerage commission or service charges upon the purchase of Common Stock
under the Plan. The Company will bear all costs of administration of 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.
Administration
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Harris Trust and Savings Bank ("Harris") administers the Plan as Agent for
participants, purchases and holds shares of Common Stock acquired under the
Plan, maintains records, sends statements of account to participants, and
performs other duties relating to the Plan. Shares of Common Stock purchased
under the Plan will be held by Harris as custodian for participants and
registered in the name of Harris or its nominee. Harris also serves as the
Company's transfer agent, the registrar for the Common Stock, and the agent for
the Company's Dividend Reinvestment and Stock Purchase Plan. Harris's address
and phone number is:
Harris Trust and Savings Bank
P.O. Box A3309
Chicago, Illinois 60690
(312)461-2731
Page 6
Eligibility
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An "Eligible Agency" under the Plan shall mean any insurance agency which is
under contract with at least one of the ALLIED companies. All Eligible Agencies
and their insurance agents authorized to write insurance with ALLIED are
eligible to become participants in the Plan by completing and submitting an
Enrollment Form to the Company. The following persons are not eligible to
participate under the Plan: ---
(1) employees (and their spouses) of the Company, its subsidiaries,
Mutual, or affiliates;
(2) directors (and their spouses) of the Company, its subsidiaries,
Mutual, or affiliates;
(3) an agency which has been given a notice of cancellation of its agency
agreement with ALLIED (becomes ineligible as of the date on the
notice of cancellation);
(4) an insurance agent whose Eligible Agency becomes ineligible under the
Plan;
(5) an insurance agent who has been given a notice of cancellation of its
appointment with all of the ALLIED companies;
(6) a person (or a member of their immediate family) who is or becomes
subject to Section 16 of the Securities Exchange Act of 1934 in
connection with the Company; or
(7) a person (or a member of their immediate family) who is or becomes a
five percent (5%) owner of the Company as defined under the
Securities Exchange Act of 1934.
An insurance agent authorized to write insurance with ALLIED may participate in
the Plan by enrolling on the Eligible Agency's Enrollment Form despite whether
the Eligible Agency participates in the Plan. An insurance agent authorized to
write insurance with ALLIED who represents more than one Eligible Agency will
only be eligible to participate in the Plan through one of those Eligible
Agencies. Eligible Agencies having multiple agency codes with ALLIED will only
be eligible to participate in the Plan as one Eligible Agency, unless the
Eligible Agency has multiple taxpayer identification numbers. Each participant
under the Plan will be identified through their taxpayer identification number
or social security number.
Continued eligibility will be subject to the Company's periodic review.
Immediate resale of stock acquired under this Plan by a participant shall be a
factor in the Company's determination of continued eligibility for the Plan
since it indicates that a participant is not interested in sharing in the
long-term profitable growth of the Company. The Company's determination of
eligibility for participation in the Plan will be final, conclusive, and
binding.
Page 7
Enrollment Procedures
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After being furnished with a copy of this Prospectus, an eligible applicant may
enroll in the Plan by completing and signing an Enrollment Form. Only one
Enrollment Form per Eligible Agency shall be submitted to the Company. All
participants within the Eligible Agency shall be listed by name on the
Eligible Agency Enrollment Form, along with the participant's address and
taxpayer identification number (or social security number), signature of the
participant, and the amount the participant wishes to contribute under the
Plan. In addition, the Company must receive an executed Form W-9 the first time
a participant enrolls in the Plan.
The Enrollment Form should be received by the Company before the end of the
Enrollment Period. "Enrollment Period" shall mean:
(1) March 15th through March 31st of each year and
(2) September 15th through September 30th of each year.
Enrollment Forms should be sent to:
ALLIED Group, Inc.
Agency Stock Purchase Plan
701 5th Avenue
Des Moines, IA 50391-2000
Attn: Stockholder Services
Method of Payment and Amount of Contribution
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Any eligible participant may purchase stock under the Plan by making a lump sum
contribution to the Company in an amount not less than $250. Each participant
listed on the Enrollment Form must submit their check with the Enrollment
Form. If a participant does not submit their check with the Enrollment Form,
the participant's enrollment for that period is automatically withdrawn.
During each Enrollment Period, the participants from an Eligible Agency
(including the Eligible Agency) may collectively contribute an aggregate
maximum of $11,250 toward the purchase of stock. If the Eligible Agency is an
AIDCO agency (under contract with ALLIED to sell ALLIED's personal lines
exclusively), the participants from the AIDCO agency (including the AIDCO
agency) may collectively contribute an aggregate maximum of $22,500 toward the
purchase of stock; provided, however, in the event there is just one (1)
participant listed on the Enrollment Form, the maximum amount shall be $11,250.
An Eligible Agency which becomes an AIDCO agency after the Enrollment Period
will not be eligible for the higher maximum amount until the next Enrollment
Period. An AIDCO agency which is cancelled by ALLIED as an AIDCO agency during
an Enrollment Period but remains an Eligible Agency shall continue under the
Plan, and the lower maximum amount shall apply for the Enrollment Period.
Page 8
No interest will be paid on amounts held by the Company pending the purchase of
Common Stock. If the lump sum contribution(s) submitted with the Enrollment
Form exceed the maximum amount, the Eligible Agency's contribution shall be
automatically reduced, and the Company shall return the excess funds to the
Eligible Agency within a reasonable time without interest. However, if the
Eligible Agency is not a participant listed on the Enrollment Form or if
further reduction of funds is necessary to meet the maximum amount, the
Company shall make a pro-rata reduction to each insurance agent listed on the
Enrollment Form and return the excess funds within a reasonable time without
interest.
Purchase of Shares
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All lump sum contributions made within an Enrollment Period shall be used to
automatically purchase Common Stock on the Purchase Date immediately following
the Enrollment Period. "Purchase Date" shall mean April 15th and October 15th
of each year or the next business day thereafter.
The Common Stock will be purchased by Harris directly from the Company. The
purchase price shall be an amount equal to ninety percent (90%) of the Fair
Market Value of the shares of Common Stock on the day the Plan purchases the
stock. "Fair Market Value" of a share of Common Stock shall 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 Purchase Date, or if no Common Stock was
traded on such date, then the last day traded immediately prior to the Purchase
Date. The number of shares of Common Stock to be purchased pursuant to a
participant's election shall be determined by dividing the participant's total
payments by ninety percent (90%) of the Fair Market Value of a share of Common
Stock on the Purchase Date. The number may include both whole and fractional
shares.
Reports to Participants
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A participant will receive a quarterly statement showing the amount invested,
the purchase price, the number of shares purchased or withdrawn, the shares
held by Harris for the participant, and other information for each transaction
during the year. Each participant is responsible for retaining these statements
in order to establish the cost basis of shares purchased under the Plan for tax
purposes. Current duplicate statements will be available from Harris. A fee may
be charged by Harris for duplicate statements relating to previous years, if
available.
Each participant will receive the same communications sent to all other holders
of shares of Common Stock, including the Company's quarterly reports and annual
report to shareholders, a notice of the annual meeting and accompanying proxy
statement. All notices, statements, and reports from Harris to a participant
will be addressed to the participant at the latest address of record with
Harris. Therefore, participants should promptly notify Harris of any change of
address.
Page 9
Shareholder Rights
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Other than by will or by the laws of descent and distribution, a participant
may not assign, transfer, or pledge their rights to purchase Common Stock under
this Plan. A participant under the Plan shall have no rights as a stockholder
with respect to any shares until the Purchase Date. On the Purchase Date, the
participant shall be the beneficial owner and have the right to vote and
receive dividends on such shares and to enroll them in the Company's Dividend
Reinvestment and Stock Purchase Plan ("DRP"). A participant must designate the
DRP election on the Enrollment Form in order to reinvest the dividends.
In the event of a stock split or reverse split, recapitalization, 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 shares held by Harris for a participant's Plan
account would be entitled to the same rights as other Common Stock holders.
A participant may obtain copies of 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 the prospectus document. Copies
can be obtained without charge, and written or oral requests should be made to
the ALLIED Group, Inc., Attn: Stockholder Services, 701 5th Ave., Des Moines,
IA 50391-2000 (515)280-4211.
Certificates for Shares
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Accounts in the Plan will be maintained in the name of the participant listed
on the Enrollment Form, whether it be the Eligible Agency or an insurance
agent. Accordingly, certificates when issued for full shares will be registered
in the name of the participant.
A participant may not obtain stock certificates for shares of Common Stock
purchased pursuant to the Plan until a period of one (1) year has lapsed since
the Purchase Date of the shares of Common Stock. To obtain certificates, a form
will need to be completed and returned to the Company. Upon processing the
form, certificates will be issued for whole shares of Common Stock only, and
any fractional shares will remain in the participant's Plan account and be
added to other fractional shares in such participant's account. For issuance of
stock certificates upon withdrawal from the Plan, see "Withdrawal from the
Plan".
Notwithstanding the foregoing, in the event a participant makes a written
request to the Company that a certificate be issued for shares that were
purchased less than a year ago and the participant provides the Company with a
reason for such request, the Company may, in its sole discretion, issue such
shares in certificate form, but the participant shall be ineligible to
participate in the Plan for a year from the date of the request for such stock
certificates.
Page 10
Withdrawal from the Plan
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A participant may withdraw from the Plan at any time by giving written notice
to the Company. At the time of withdrawal, any amount of cash credited to the
participant's Plan account (less any amounts which have been used to purchase
shares) will be refunded in cash without interest. If a participant withdraws,
such participant may not enroll for participation until after one year has
expired.
An Eligible Agency which terminates as an ALLIED agency shall be deemed to have
withdrawn on the date of agency termination. An Eligible Agency that has been
given a notice of cancellation of its ALLIED agency agreement shall be deemed
to have automatically withdrawn from the Plan as of the date of the notice of
cancellation. All insurance agents with such Eligible Agency shall also be
deemed to have withdrawn from the Plan as of the earlier of the date of agency
termination or the date of the notice of cancellation. Notice of cancellation
of the appointment of an ALLIED insurance agent shall be deemed an automatic
withdrawal of such insurance agent as a participant as of the date of the
notice of cancellation.
If a participant has withdrawn from the Plan and requests a stock certificate,
the participant will receive a stock certificate representing all of the whole
shares in the participant's account that were purchased more than a year ago.
Once a year has lapsed since the Purchase Date of the remaining shares, a stock
certificate will be automatically issued for the remaining shares. Upon the
issuance of a stock certificate which represents all of the whole shares in the
participant's account, any fractional shares will automatically be converted
to cash.
Notwithstanding the foregoing, in the event a participant makes a written
request to the Company that a certificate be issued for shares that were
purchased less than a year ago and the participant provides the Company with a
reason for such request, the Company may, in its sole discretion, issue such
shares in certificate form, but the participant shall be ineligible to
participate in the Plan for a year from the date of the request for such stock
certificates.
Certain Federal Tax Consequences of Participation in the Plan
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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 10% difference between the Fair Market Value of the shares of Common Stock
and the amount that is paid by the participant to purchase the shares of Common
Stock is realized as taxable income at the time the purchase of Common Stock is
made under the Plan. A participant will receive a Form 1099 for 10% of the Fair
Market Value of the shares purchased. The Company is entitled to a deduction at
the same time in a corresponding amount.
Page 11
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.
Source of Shares
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Subject to adjustment as provided for herein, the total number of shares
available under the Plan shall be five hundred thousand (500,000). These shares
shall be authorized but unissued shares. 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 and class of shares which may be delivered under the Plan and in
the number and class of shares subject to outstanding elections made 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.
Other Information
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Change or Termination of the Plan
---------------------------------
The Board of Directors of the Company may at any time and from time to time,
alter, amend, suspend, or terminate the Plan in whole or in part.
The Board of Directors of the Company shall have full power except as limited
by law, the Articles of Incorporation, or Bylaws of the Company and subject to
the provisions herein, to construe and interpret the Plan and to establish,
amend, or waive rules and regulations for the Plan's administration. All
determinations and decisions made by the Board of Directors pursuant to the
provisions of the Plan shall be final, conclusive, and binding on all persons,
including the Company, its stockholders, Eligible Agencies, participants, and
their estates and beneficiaries.
In the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.
Governing Law
-------------
The Plan shall be construed, administered, and governed in all respects under
the laws of the State of Iowa.
Page 12
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common Stock that will
ultimately be sold under the Plan, the prices at which such shares will be
sold, or the number of such shares that will be sold by the Company from the
Company's authorized but unissued shares of Common Stock. Therefore, the
Company cannot estimate the amount of proceeds to be received from the sale of
such shares. The proceeds of such sales will be added to the general funds of
the Company and will be used for working capital, capital expenditures, and
other 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 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 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.
Page 13
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. 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 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 14
=========================================================
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. . . . . . . . . . . . . . . . . . . . . . .
Agency Stock Purchase Plan
Purpose. . . . . . . . . . . . . . . . . . . . . . .
Advantages to Participants . . . . . . . . . . . . .
Administration . . . . . . . . . . . . . . . . . . .
Eligibility. . . . . . . . . . . . . . . . . . . . .
Enrollment Procedures. . . . . . . . . . . . . . . .
Method of Payment and Amount
of Contribution. . . . . . . . . . . . . . . . . .
Purchase of Shares . . . . . . . . . . . . . . . . .
Reports to Participants. . . . . . . . . . . . . . .
Shareholder Rights . . . . . . . . . . . . . . . . .
Certificates for Shares. . . . . . . . . . . . . . .
Withdrawal from the Plan . . . . . . . . . . . . . .
Certain Federal Tax Consequences of
Participation in the Plan. . . . . . . . . . . . .
Source of Shares . . . . . . . . . . . . . . . . . .
Other Information
Change or Termination of the Plan. . . . . . . . .
Governing Law. . . . . . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . .
Description of Capital Stock . . . . . . . . . . . . . .
Legal Matters. . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . .
Indemnification for Securities
Act Liabilities. . . . . . . . . . . . . . . . . . . .
=========================================================
Page 15
================================================
ALLIED Group, Inc.
Agency
Stock Purchase Plan
Common Stock
ALLIED
GROUP
__________
PROSPECTUS
__________
February 11, 1997
===================================================
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 Davis, Brown, Koehn, Shors & Roberts, P.C., regarding legality
of 500,000 shares of stock.*
23. a. Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants**
b. Consent of Davis, Brown, Koehn, Shors & Roberts, P.C. (included in
Exhibit 5)
24. Power of Attorney (contained on Signature Page previously filed)
*Previously filed
**Filed herewith
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.
Page 17
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 Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, State of Iowa, on
January 31, 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
Registration Statement or amendment has been signed by the following persons
in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Douglas L. Andersen President (Property- January 31, 1997
- ---------------------------- Casualty) (Principal
Douglas L. Andersen Executive Officer)
/s/ Jamie H. Shaffer President (Financial) January 31, 1997
- ---------------------------- and Treasurer
Jamie H. Shaffer (Principal Executive
Officer and Principal
Accounting Officer)
* Chairman and Director January 31, 1997
- ----------------------------
John E. Evans
* Director January 31, 1997
- ----------------------------
James W. Callison
* Director January 31, 1997
- ----------------------------
Harold S. Carpenter
* Director January 31, 1997
- ----------------------------
Charles I. Colby
* Director January 31, 1997
- ----------------------------
Harold S. Evans
* Director January 31, 1997
- ----------------------------
Richard O. Jacobson
* Director January 31, 1997
- ----------------------------
John P. Taylor
* Director January 31, 1997
- ----------------------------
William E. Timmons
* Director January 31, 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.
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 Marick LLP
------------------------------
KPMG Peat Marwick LLP
Des Moines, Iowa
January 31, 1997
