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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 14D-9
(Amendment No. 3)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
__________
ALLIED Group, Inc.
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(Name of Subject Company)
ALLIED Group, Inc.
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(Name of Person(s) Filing Statement)
Common Stock, No Par Value
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(Title of Class of Securities)
019220102
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(CUSIP Number of Class of Securities)
__________
GEORGE OLESON, ESQ.
Vice President and Corporate Counsel
ALLIED Group, Inc.
701 Fifth Avenue
Des Moines, Iowa 50391-2000
(515) 280-4211
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(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing)
With a copy to:
STEVEN OSTNER, ESQ.
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
(212) 909-6000
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This amendment ("Amendment No. 3") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as from time to time
amended the "Schedule 14D-9") filed with the Securities and Exchange Commission
(the "Commission") on June 2, 1998 by ALLIED Group, Inc., an Iowa corporation
(the "Company"), with respect to the tender offer by Nationwide Mutual Insurance
Company, an Ohio corporation ("Nationwide"), and Nationwide Group Acquisition
Corporation, an Ohio corporation and wholly owned subsidiary of Nationwide
("Nationwide Sub" and, collectively with Nationwide, the "Bidder"), disclosed in
a tender offer statement on Schedule 14D-1, filed with the Commission on May 19,
1998 (as the same may be amended from time to time, the "Schedule 14D-1"), to
purchase up to 30,634,052 shares (the "Shares"), upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated May 19, 1998 (the
"Offer to Purchase"), and the related Letter of Transmittal (which collectively
constitute the "Initial Offer" and, as amended, the "Offer"). Capitalized terms
used herein without separate definition are used with the meanings specified in
this Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The section of Item 8 of the Schedule 14D-9 entitled "Insurance Law Matters" is
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amended by adding as a new paragraph at the end thereof the following:
On July 24, 1998, the Company mailed a Summary Statement pursuant to
Section 521A.3 of the Iowa Insurance Code summarizing the contents of the Form A
filed by Nationwide in Iowa to its shareholders. A copy of the Summary
Statement is attached as Exhibit 43 hereto and is incorporated herein by
reference. On July 24, 1998, the Iowa Insurance Department ordered that the
hearing on Nationwide's Form A will be held as scheduled on July 29, 1998, but
will then be adjourned to and reconvened on August 31, 1998. A copy of the
Company's press release announcing the Iowa Insurance Department's action is
attached as Exhibit 44 hereto and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 43.... Statement, dated July 23, 1998, pursuant to Section 521A.3 of
the Iowa Insurance Laws with respect to Nationwide's Form A.
Exhibit 44.... Press release of ALLIED Group, Inc., dated July 24, 1998.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: July 24, 1998
ALLIED GROUP, INC.
By: /s/Sally J. Malloy
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Name: Sally J. Malloy
Title: Corporate Secretary
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Index to Exhibits
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<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF DOCUMENT
NUMBER -----------------------
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<S> <C>
43 -- Statement, dated July 23, 1998, pursuant to Section 521A.3
of the Iowa Insurance Laws with respect to Nationwide's Form A
44 -- Press release of ALLIED Group, Inc., dated July 24, 1998.
</TABLE>
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EXHIBIT 43
ALLIED GROUP, INC.
701 FIFTH AVENUE
DES MOINES, IOWA 50391-2000
___________________________
STATEMENT PURSUANT TO SECTION 521A.3 OF THE IOWA INSURANCE LAWS
REGARDING THE PROPOSED ACQUISITION OF ALLIED GROUP, INC. AND ITS WHOLLY-OWNED
SUBSIDIARIES, AMCO INSURANCE COMPANY, DEPOSITORS INSURANCE COMPANY AND ALLIED
PROPERTY AND CASUALTY INSURANCE COMPANY
___________________________
To the Shareholders of
ALLIED Group, Inc.:
The following information is provided pursuant to Section 521A.3 of
the Iowa Insurance Laws, 1997 Code of Iowa (the "Iowa Insurance Laws")
concerning the proposed acquisition (the "Acquisition") of Allied Group, Inc.,
an Iowa corporation (the "Company"), by Nationwide Mutual Insurance Company, an
Ohio mutual insurance company ("Nationwide Mutual"), and Nationwide Mutual's
wholly-owned subsidiary, Nationwide Group Acquisition Corporation, an Ohio
corporation ("Acquisition Sub"). The acquisition will be effected pursuant to
an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 3,
1998 by and among the Company, Nationwide Mutual and Acquisition Sub. The
Company owns all of the outstanding capital stock of AMCO Insurance Company,
Depositors Insurance Company and ALLIED Property & Casualty Insurance Company,
each of which is an Iowa domestic stock insurance company (collectively, the
"Insurers").
In connection with the proposed Acquisition, on May 19, 1998,
Nationwide Mutual filed with the Insurance Division of Iowa a "Statement
Regarding the Acquisition of Control of or Merger With a Domestic Insurer" on
Form A, which Statement was amended on June 26, 1998 (as so amended, the "Form
A Application"). In compliance with the Iowa Insurance Laws, the Company is
hereby providing to shareholders of the Company who are eligible to vote on the
proposed Acquisition a summary of such Form A Application.
THE FORM A APPLICATION CONTAINS CERTAIN SPECIFIED INFORMATION AS REQUIRED BY
SECTION 521A.3(2) OF THE IOWA INSURANCE LAWS. THE FORM A APPLICATION BY THIS
REFERENCE IS MADE A PART HEREOF. INFORMATION CONTAINED IN THE FORM A APPLICATION
IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE INSURANCE DIVISION OF IOWA,
330 EAST MAPLE STREET, DES MOINES, IOWA 50319. THE INSURANCE DIVISION OF IOWA
REQUIRES THAT ALL VISITS TO INSPECT FILES BE SCHEDULED IN ADVANCE BY CALLING
(515) 281-4445.
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SUMMARY OF FORM A APPLICATION
OF NATIONWIDE MUTUAL INSURANCE COMPANY
TO ACQUIRE ALLIED GROUP, INC.
AND ITS WHOLLY-OWNED SUBSIDIARIES AMCO INSURANCE COMPANY, DEPOSITORS INSURANCE
COMPANY AND ALLIED PROPERTY AND CASUALTY COMPANY.
Below is a summary of the information set forth in the Form A
Application filed by Nationwide Mutual in connection with the proposed
Acquisition. The information contained in this summary is based on the
information set forth in the Form A Application, and is qualified in its
entirety by the Form A Application.
ITEM 1 -- NAME AND ADDRESS OF INSURER; METHOD OF ACQUISITION
The full names of the Insurers are: AMCO Insurance Company, Depositors
Insurance Company, and ALLIED Property and Casualty Insurance Company. The
address of each such Insurer is 701 Fifth Avenue, Des Moines, Iowa 50391-2000.
The Insurers are each wholly-owned stock subsidiaries of the Company.
On June 3, 1998, the Company, Nationwide Mutual and Acquisition Sub
executed the Merger Agreement. Under the Merger Agreement, the Acquisition will
be accomplished through a tender offer (the "Offer") by Acquisition Sub for all
of the outstanding shares of Common Stock, no par value (the "Common Stock") of
the Company, followed by a merger (the "Merger") of Acquisition Sub with and
into the Company. Concurrently with the execution of the Merger Agreement,
Nationwide Mutual also entered into an Agreement and Plan of Merger with ALLIED
Mutual Insurance Company ("ALLIED Mutual"), pursuant to which, among other
things, ALLIED Mutual will merge with and into Nationwide Mutual, and a
Shareholder Agreement pursuant to which, among other things, ALLIED Mutual
agreed to tender all the shares of Common Stock owned by it into the Offer, and
to certain restrictions on disposition and voting of the shares of 6 3/4% Series
Preferred Stock, no par value, of the Company owned by it. Also, concurrently
with the Merger Agreement, Nationwide Mutual entered into an Agreement and Plan
of Merger with ALLIED Life Financial Corporation ("ALFC"), pursuant to which
ALFC will merge with and into a subsidiary of Nationwide Mutual and a
Shareholder Agreement with ALLIED Mutual, pursuant to which, among other things,
ALLIED Mutual agreed to certain restrictions on disposition and voting of the
shares of 6.75% Series Preferred Stock, no par value, and common stock of ALFC
owned by ALLIED Mutual. The result of the Offer and the Merger will be a change
in control of the Insurers under Sections 521A.3 of the Iowa Insurance Laws.
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Attached and incorporated by reference into the Form A Application are
the original Schedule 14D-1 and Amendment No.6 thereto (together, the "Schedule
14D-1") filed by Nationwide Mutual with the Securities and Exchange Commission
in connection with the Offer.
ITEM 2 -- IDENTITY AND BACKGROUND OF THE APPLICANT
The Form A Application states that:
The name and address of the proposed acquiror is:
Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide is a mutual insurance company organized under Ohio law in
1925. Nationwide Mutual and Nationwide Mutual Fire Insurance Company are mutual
insurance companies which are the controlling entities of the Nationwide
Insurance Enterprise, an affiliated group of over 100 companies that offer a
wide range of insurance and investment products and services representing assets
of $83 billion as of December 31, 1997. Nationwide Mutual intends to continue
its present method of operation. As a mutual insurance company, Nationwide
Mutual has no shareholders.
Acquisition Sub was incorporated on May 15, 1998 for the purpose of
completing the contemplated Offer. Acquisition Sub is a wholly-owned stock
subsidiary of Nationwide Mutual with a home and principal executive office
address at One Nationwide Plaza, Columbus, Ohio 43215.
An organizational chart of Nationwide Mutual as of March 31, 1998,
which clearly identifies the relationship between Nationwide Mutual and all its
subsidiaries and affiliates and also includes the percentage of voting
securities held in each entity by Nationwide Mutual and its subsidiaries and
affiliates is attached as Exhibit C to the Form A Application.
ITEM 3 -- IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH NATIONWIDE
MUTUAL
The Form A Application states that:
The names and business addresses of the directors and executive
officers of Nationwide Mutual are set forth in the 1997 Insurance Holding
Company Act System Registration Statement filed by Nationwide Mutual with the
Iowa Department of Insurance
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(and which is incorporated by reference into the Form A Application) and in
Schedule I of Exhibit A to the Form A Application.
As a mutual company, Nationwide Mutual has no voting securities.
ITEM 4 -- NATURE, SOURCE AND AMOUNT OF CONSIDERATION
The Form A Application states that:
The aggregate consideration to be paid by Acquisition Sub to purchase
the Common Stock in the offer is equal to approximately $1.5 billion.
The source of funds to complete the Acquisition will be cash on hand
of Acquisition Sub following a capital contribution from Nationwide Mutual.
Consideration paid to shareholders for their shares will be deposited with a
depository which will act as agent for the purpose of transmitting payments to
tendering shareholders.
The amount of consideration was determined through an evaluation of
the fair market value of shares of the Company based on publicly available
information and an appropriate premium to induce the Company's shareholders to
tender their shares.
ITEM 5 -- FUTURE PLANS FOR INSURER
The Form A Application states that:
Except as described in the Form A Application and the exhibits
incorporated therein, Nationwide Mutual does not have any present plans or
proposals which relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries or affiliates, a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries or
affiliates, or any material change in the Company's capitalization, dividend
policy, corporate structure, or business. Acquisition Sub and the Company will
merge, and the Company, which shall be the surviving company, will continue its
corporate existence under the laws of the State of Iowa under the name "ALLIED
Group, Inc."
ITEM 6 -- VOTING SECURITIES TO BE ACQUIRED
The Form A Application states that:
Pursuant to the Offer, Nationwide Mutual intends to cause Acquisition
Sub to purchase all of the outstanding shares of Common Stock. Based on
information from the
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Company, at the close of business on June 2, 1998, there were 30,114,827 Common
Shares outstanding and 31,261,311 shares outstanding on a fully diluted basis.
Nationwide Mutual currently owns 1,498,600 shares. Therefore, assuming no change
in the number of shares of Common Stock outstanding after June 2, 1998,
Nationwide Mutual would cause Acquisition Sub to purchase up to 28,616,227
shares for $48.25 per share pursuant to the Offer.
The fairness of the purchase price was arrived at by Nationwide
Mutual's evaluations and analysis of the fair market value of the Common Shares
based on publicly available information plus an appropriate premium to induce
the Company's shareholders to tender their shares.
ITEM 7 -- OWNERSHIP OF VOTING SECURITIES
The Form A Application states that:
Nationwide Mutual currently owns 1,498,600 shares of Common Stock of
the Company, which represents approximately 4.9% of the outstanding Common Stock
based on information provided by the Company as of the close of business on June
2, 1998.
ITEM 8 -- CONTRACTS, AGREEMENTS, OR UNDERSTANDINGS WITH RESPECT TO VOTING
SECURITIES OF THE INSURER
The Form A Application states that:
There is no contract, agreement or understanding with respect to the
voting securities of the Company, its affiliates or any person listed in Item 3
thereof.
The terms of the Shareholder Agreement are summarized in the Schedule
14D-1.
ITEM 9 -- RECENT PURCHASES OF VOTING SECURITIES
The Form A Application sets forth all purchases of Common Stock during the 12
calendar months preceding the filing thereof by Nationwide Mutual.
ITEM 10 -- RECENT RECOMMENDATIONS TO PURCHASE
The Form A Application states that:
There have been no recommendations to purchase voting securities of
the Company by Nationwide Mutual, its affiliates or any person on behalf of
Nationwide Mutual during
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the 12 calendar months preceding the filing of the Form A Application, except in
connection with the proposed Acquisition.
ITEM 11 -- AGREEMENTS WITH BROKER-DEALERS
The Form A Application states that:
No person shall be entitled to a broker's or franchise fee or any
other commission in connection with the Offer, except as follows: (i) Nationwide
Mutual retained Credit Suisse First Boston Corporation and is solely liable for
the payment of any and all fees and expenses to Credit Suisse First Boston
Corporation; (ii) Nationwide Mutual has retained ChaseMellon Shareholder
Services, L.L.C. and is solely liable for the payment of any and all fees and
expenses to ChaseMellon Shareholder Services, L.L.C.; and (iii) Nationwide
Mutual has retained Georgeson & Company Inc., and is solely liable for the
payment of any and all fees and expenses to Georgeson & Company Inc. Nationwide
Mutual will indemnify the Company from any liability in connection therewith.
ITEM 12 -- FINANCIAL STATEMENTS AND EXHIBITS
The Form A Application states that Annual and Quarterly Statements of
Nationwide Mutual and its affiliated property and casualty insurance companies
for the past five years are attached thereto as set forth therein.
ITEM 13 -- SIGNATURE AND CERTIFICATION
The Form A Application is signed and certified on behalf of Nationwide
Mutual by Mark B. Koogler, Vice President-Associate General Counsel.
* * * * * * * *
Very truly yours,
Douglas L. Andersen
President and Chief Executive Officer
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July 23, 1998
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EXHIBIT 44
[ALLIED Group New Release Header Graphic]
For further information contact:
Joele Frank / Dan Katcher
Abernathy MacGregor Frank
(212) 371-5999
ALLIED GROUP, INC. RECEIVES FAVORABLE COURT RULING
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DES MOINES, JULY 24, 1998 -- Allied Group, Inc. (NYSE: GRP) announced today that
the Iowa Insurance Department has ordered that the combined hearings on the
proposed merger of ALLIED Mutual and Nationwide and of Nationwide's acquisition
of control of ALLIED Group, Inc.'s property-casualty subsidiaries and of ALLIED
Life Insurance Company will be held as scheduled on July 29, but the ALLIED
Mutual hearing will then be adjourned to and reconvened on August 31, 1998 in
order to give those policyholders not included in the original mailing by ALLIED
Mutual the opportunity to participate in the reconvened meeting. The adjournment
was occasioned by the postponement until August 26, 1998 of the Special Meeting
of ALLIED Mutual policyholders to vote on ALLIED Mutual's proposed merger with
Nationwide, originally scheduled for July 28, 1998. The ALLIED Mutual
policyholder meeting was postponed because approximately 5% of ALLIED Mutual's
policyholders did not receive proxy materials from ALLIED Mutual due to a
processing oversight.
ALLIED Group, Inc. is a regional property casualty insurance holding company
specializing in personal lines. The Company's property-casualty subsidiaries
use independent agencies, exclusive agencies, and direct response marketing to
offer products in central and western states.
