<PAGE>
1
As filed with the Securities and Exchange Commission on January 2, 1997
Registration No. 33-_____
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIED Group, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Iowa 42-0958655
----------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
701 Fifth Avenue, Des Moines, Iowa 50391-2000, (515) 280-4211
-------------------------------------------------------------
(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
--------------------------------------------------------------------
(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. [ ]
Calculation of Registration Fee
================================================================================
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price offering price
per unit(1)
================================================================================
Common
stock, no 500,000 $31.03125 $15,515,625 $4,701.70
par value shares
================================================================================
(1) Pursuant to Rule 457(c), the price is computed on the basis of the
average of the high and low prices of Common Stock reported on The Nasdaq
Stock Market as of December 26, 1996.
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 17 pages. Exhibit index on page 15.
<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 reported prices of the shares as reported on
the Nasdaq National Market tier of The Nasdaq Stock Market 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 _________, 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 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.
<PAGE>
4
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.
AGENCY STOCK PURCHASE PLAN
The following is a complete statement of the Agency Stock Purchase Plan
("Plan").
Purpose
- -------
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
- --------------------------
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
- --------------
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>
5
Eligibility
- -----------
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.
Enrollment Procedures
- ---------------------
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
- --------------------------------------------
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.
<PAGE>
6
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.
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
- ------------------
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 highest and lowest price of the traded shares as reported by The Nasdaq
Stock Market on 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
- -----------------------
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.
Shareholder Rights
- ------------------
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.
<PAGE>
7
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
- -----------------------
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.
Withdrawal from the Plan
- ------------------------
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
- -------------------------------------------------------------
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.
<PAGE>
8
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.
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
- ----------------
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
- -----------------
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.
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 30, 1996, the Company had issued and outstanding 1,827,222 shares of
6-3/4% Series Preferred Stock and 20,355,266 shares of Common Stock, held of
record by approximately 1,000 shareholders.
<PAGE>
9
The holder of the outstanding 6-3/4% Series Preferred Stock is entitled to vote
on all matters submitted to a vote of the holders of the Common Stock of the
Company, voting together with the holders of Common Stock as one class. Each
share of 6-3/4% Series Preferred Stock is entitled to 2.25 votes for every one
share, subject to anti-dilution adjustments, so long as it is held by ALLIED
Mutual or an affiliate or successor of ALLIED Mutual. The 6-3/4% Series
Preferred Stock has a cumulative annual dividend of $1.92375 per share which is
paid on a quarterly basis, and it ranks senior to the Common Stock as to the
payment of dividends. In the event of a liquidation of the Company, the holders
of the 6-3/4% Series Preferred Stock are entitled to receive $28.50 per share
plus accrued dividends prior to any distribution to the holders of Common Stock.
The 6-3/4% Series Preferred Stock is redeemable at any time after five years
from the date of any assignment or transfer to any person who is not an
affiliate or successor of ALLIED Mutual. Upon any assignment or transfer of the
6-3/4% Series Preferred Stock to any person who is not an affiliate or successor
of ALLIED Mutual, it ceases to have voting rights. The 6-3/4% Series Preferred
Stock has no preemptive rights and is not registered or traded.
Holders of Common Stock are entitled to one vote per share, voting together with
the outstanding 6-3/4% Series Preferred Stock as one class on all matters to be
voted on by shareholders including the election of directors. The approval of an
amendment to the Company's Articles of Incorporation which would change the
powers, preferences, or special rights of the 6-3/4% Series Preferred Stock
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.
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.
<PAGE>
10
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>
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.......................................
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>
12
=========================================
ALLIED Group, Inc.
Agency
Stock Purchase Plan
Common Stock
ALLIED
GROUP
----------
PROSPECTUS
----------
-------, 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. 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 (included herewith on Signature Page)
* 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.
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>
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Des Moines, State of Iowa, on December 31, 1996.
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 has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes each of Jamie H. Shaffer and George T. Oleson, with full power
of substitution, to execute in the name of such person and to file any amendment
or post-effective amendment to this Registration Statement making such changes
in this Registration Statement as the Registrant deems appropriate, and appoints
each of Jamie H. Shaffer and George T. Oleson, with full power of substitution,
attorney-in fact to sign and to file any such amendment and post-effective
amendment to this Registration Statement.
Signature Title Date
--------- ----- ----
/s/ Douglas L. Andersen President (Property- December 31, 1996
----------------------- Casualty) (Principal
Douglas L. Andersen Executive Officer)
/s/ Jamie H. Shaffer President (Financial) December 31, 1996
----------------------- and Treasurer
Jamie H. Shaffer (Principal Executive
Officer and Principal
Accounting Officer)
/s/ John E. Evans Chairman and Director December 31, 1996
-----------------------
John E. Evans
/s/ James W. Callison Director December 31, 1996
-----------------------
James W. Callison
/s/ Harold S. Carpenter Director December 31, 1996
-----------------------
Harold S. Carpenter
/s/ Charles I. Colby Director December 31, 1996
-----------------------
Charles I. Colby
/s/ Harold S. Evans Director December 31, 1996
-----------------------
Harold S. Evans
/s/Richard O. Jacobson Director December 31, 1996
-----------------------
Richard O. Jacobson
/s/John P. Taylor Director December 31, 1996
-----------------------
John P. Taylor
/s/William E. Timmons Director December 31, 1996
-----------------------
William E. Timmons
/s/Donald S. Willis Director December 31, 1996
-----------------------
Donald S. Willis
<PAGE>
15
EXHIBIT INDEX
Consecutive
Exhibit Page Number
------- -----------
5. Opinion of Davis, Brown, Koehn, Shors 16
& Roberts, P.C.
23. (a) Consent of KPMG Peat Marwick LLP, 17
Independent Certified Public
Accountants.
(b) Consent of Davis, Brown,
Koehn, Shors & Roberts,
P.C. (included in Exhibit 5)
24. Power of Attorney (included herewith on
Signature Page)
<PAGE>
<PAGE>
16
Exhibit 5
January 2, 1997
ALLIED Group, Inc.
701 5th Avenue
Des Moines, IA 50391-2000
Ladies and Gentlemen:
ALLIED Group, Inc., an Iowa corporation (the "Company"), is filing a
Registration Statement (the "Registration Statement") on Form S-3 under the
Securities Act of 1933 (the "Act") in connection with the proposed sale of up to
500,000 shares of Common Stock, no par value, of the Company (the "ALLIED Common
Shares") pursuant to the Agency Stock Purchase Plan described in the
Registration Statement.
As counsel to the Company, we have examined the corporate proceedings
and such other legal matters as we deemed relevant to the authorization and
issuance of the ALLIED Common Shares covered by the Registration Statement.
Based on such examination, it is our opinion that the ALLIED Common Shares are
duly authorized, and when issued and paid for in accordance with the Agency
Stock Purchase Plan described in the Registration Statement, will be legally
issued, fully paid and nonassessable.
We do not find it necessary for the purpose of this opinion, and,
accordingly, do not purport to cover herein, the application of the "Blue Sky"
or securities laws of various states to offers or sales of the ALLIED Common
Shares.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the references therein to our firm in such
Registration Statement. In giving this consent, we do not concede that we are
experts within the meaning of the Act or the rules and regulations thereunder,
or that this consent is required by Section 7 of the Act.
Very truly yours,
DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C
/s/ Donald J. Brown
Donald J. Brown
<PAGE>
<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.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Des Moines, Iowa
December 31, 1996
<PAGE>
