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1
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or section
240.14a-12
ALLIED Group, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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2
ALLIED Group, Inc.
701 Fifth Avenue
Des Moines, Iowa 50391-2000
March 27, 1998
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders, which will
be held at 9:00 a.m., Central time, on Tuesday, May 5, 1998 at ALLIED Group,
Inc.'s offices at 701 Fifth Avenue, Des Moines, Iowa. The matters expected to be
acted on at the meeting are described in detail in the attached Notice of the
Annual Meeting and the Proxy Statement.
At this year's meeting, I will review the Company's results of
operations for 1997 and our plans for 1998 and beyond. Members of the Board of
Directors, officers of the Company, and representatives of our independent
auditors, KPMG Peat Marwick LLP, will be available to answer your questions.
If you will be unable to attend this meeting, I ask you to complete the
enclosed proxy and return it promptly. A pre-addressed, postage-paid envelope is
enclosed. You may withdraw your proxy in writing at any time prior to the
meeting by delivering a new proxy. If your schedule changes, you may revoke your
proxy and vote your shares in person at the meeting.
John E. Evans
/s/ John E. Evans
- ------------------------------
Chairman of the Board
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ALLIED GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of ALLIED Group, Inc.:
The Annual Meeting of Stockholders of ALLIED Group, Inc. will be held
on Tuesday, May 5, 1998, beginning at 9:00 a.m., Central time, at the Company's
offices at 701 Fifth Avenue, Des Moines, Iowa for the following purposes, all as
set forth in the accompanying Proxy Statement:
1. The election of three directors to serve for a three-year period
until the 2001 Annual Meeting of Stockholders as set forth in
the accompanying Proxy Statement.
2. To act upon such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the 25th day of February, 1998, as the
date of record for determination of stockholders entitled to notice of and to
vote at the meeting and any adjournment thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE
ENCOURAGED TO SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IMMEDIATELY. AN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED
FOR THIS PURPOSE. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON SHOULD YOU ATTEND
THE MEETING.
By order of the Board of Directors
Sally J. Malloy
Secretary
701 Fifth Avenue
Des Moines, Iowa 50391-2000
March 27, 1998
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ALLIED GROUP, INC.
701 Fifth Avenue
Des Moines, Iowa 50391-2000
PROXY STATEMENT
1998 Annual Meeting of Stockholders
May 5, 1998
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of ALLIED Group, Inc. ("Company") of proxies from the
holders of the Company's stock for use at the Annual Meeting of Stockholders
("Annual Meeting") to be held on May 5, 1998 and at any adjournment thereof.
Proxy cards properly executed and received by the Company prior to the time of
the Annual Meeting will be voted as directed. A stockholder voting by means of a
proxy card has the power to revoke it at any time before the Annual Meeting by
giving written notice of the revocation thereof to the Secretary of the Company,
by filing with the Secretary another later dated proxy, or by attending the
meeting and voting in person. The Annual Report to Stockholders for the fiscal
year ended December 31, 1997 is enclosed. This Proxy Statement and the
accompanying form of proxy were first sent to stockholders on or about March 27,
1998.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
Stockholders of record at the close of business on February 25, 1998
will be entitled to vote at the meeting. As of that date, the outstanding
securities of the Company consisted of 30,546,746 shares of no par common stock
("Common Stock") and 1,827,222 shares of no par 6-3/4% Series Preferred Stock
("6-3/4% Preferred"). Each share of Common Stock is entitled to one vote on each
matter submitted at the meeting. The 6-3/4% Preferred is entitled to 3-3/8 votes
for every share outstanding on each matter submitted at the meeting. The Common
Stock and 6-3/4% Preferred (collectively, the "Stock") will vote together on all
matters contained in this Proxy Statement as one class. A majority of the
outstanding shares will constitute a quorum for the transaction of business at
the Annual Meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence of a quorum. A proposal will be adopted or a director
will be elected if the votes cast for the proposal or for the director equal a
majority of the shares which are both represented at the meeting and entitled to
vote on the subject matter. Abstentions are counted in tabulations of the votes
cast on proposals presented to the stockholders, whereas broker non-votes are
not counted for purposes of determining whether a proposal has been approved.
As of February 25 1998, the following are the only stockholders known
to management who may be deemed to beneficially own more than 5% of any class of
the Company's voting securities:
<TABLE>
<CAPTION>
Percent of
Name and Address Amount and Nature Percent Total Voting
Title of Class of Beneficial Owner of Beneficial Ownership of Class Securities
- ------------------ ------------------- ----------------------- -------- -----------
<S> <C> <C> <C> <C>
6-3/4% Preferred Stock ALLIED Mutual 1,827,222 shares 100% 18.2% (2)
Insurance Company (1)
701 Fifth Avenue
Des Moines, IA 50391-2000
Common Stock State Street Bank and 9,074,082 shares (3) 29.7% 24.7%
Trust Company, Trustee
of The ALLIED Group
Employee Stock
Ownership Trust
200 Newport Avenue
North Quincy, MA 02171
</TABLE>
<PAGE>
5
- -----------
(1) The Company and ALLIED Mutual Insurance Company ("ALLIED Mutual") are
parties to a Stock Rights Agreement which expires in 2005. Under the
Stock Rights Agreement, ALLIED Mutual is entitled to nominate and the
Company is required to use its best efforts to cause the election or
retention of a number of members of the Company's Board of Directors in
proportion to ALLIED Mutual's percentage ownership of the total number
of shares of the Company's voting stock outstanding at the time of
nomination. In addition, the Company is required to elect to its
Executive Committee at least one Company director who has been
nominated by ALLIED Mutual but who is not an officer or employee of
ALLIED Mutual, and the Company must limit the number of directors
serving on the Executive Committee to five at any time. The Stock
Rights Agreement restricts the ability of ALLIED Mutual to grant
proxies to other than affiliated individuals and to solicit other
stockholders of the Company. ALLIED Mutual also is prohibited from
initiating or accepting a tender offer for shares of the Common Stock
except under certain conditions. ALLIED Mutual has incidental
registration rights and three demand registration rights with respect
to the 6-3/4% Preferred. For a further description of the relationship
between ALLIED Mutual and the Company, see "Certain Transactions and
Relationships."
(2) The 6-3/4% Preferred is voting stock so long as it is held by ALLIED
Mutual. The percent of total voting securities includes 498,236 shares
of Common Stock with respect to which ALLIED Mutual has voting and
investment power pursuant to the ALLIED Mutual Insurance Company Excess
Benefit Plan Trust.
(3) Shares reported as owned by the ESOP Trustee are also reported as
beneficially owned by the executive officers. Allocated shares are
voted by the ESOP Trustee in accordance with the direction of the ESOP
participants. Generally, unallocated shares and allocated shares as to
which no direction is made by the participants are voted by the ESOP
Trustee in the same percentage as the allocated shares as to which
directions are received by the ESOP Trustee. Prior to March 7, 1996,
these shares were held in the form of ESOP Convertible Preferred Stock.
On March 7, 1996, the ESOP Trustee converted the ESOP Convertible
Preferred Stock to Common Stock. Prior to conversion, the Company and
the ESOP Trustee entered into an Agreement, whereby the Company agreed
to release additional shares of Common Stock held by the ESOP Trustee
in the event the Company pays a dividend on the Common Stock of less
than $0.09 per share per quarter (post-split). The Agreement is in
effect from March 7, 1996 through March 7, 2000. The purpose of the
Agreement is to ensure that the allocated shares in the ESOP Trust
receive at least the same amount of dividends that would have been paid
on the ESOP Convertible Preferred Stock but for its conversion to
Common Stock.
DIRECTORS AND EXECUTIVE OFFICERS
The Company presently has ten directors. The Company's bylaws provide
for a Board of Directors of not less than five nor more than thirteen members.
The exact number of directors within such limits is fixed by the Board of
Directors. The Board has set the current number of directors at ten. The terms
of the Board members are staggered with each member serving a three-year term.
Executive officers of the Company are elected annually by the Board of Directors
of the Company, and in some cases, by a subsidiary of the Company. Several
persons whose activities are significant to the business of the Company are
executive officers of the Company's subsidiaries. The Company's direct and
indirect subsidiaries are AMCO Insurance Company ("AMCO"), ALLIED Property and
Casualty Insurance Company ("ALLIED Property and Casualty"), Depositors
Insurance Company ("Depositors"), Western Heritage Insurance Company ("Western
Heritage"), ALLIED Group Information Systems, Inc. ("AGIS"), ALLIED Group
Mortgage Company, ALLIED General Agency Company, The Freedom Group, Inc.,
Midwest Printing Services, Ltd. ("Midwest Printing"), and Premier Agency, Inc.
- --------------------------------------------------------------------------------
ITEM NO. 1--ELECTION OF THREE DIRECTORS UNTIL 2001
Three nominees for a three-year term ending 2001
At the 1998 Annual Meeting, the stockholders will elect three members
of the Board of Directors to serve until the 2001 Annual Meeting. Proxies
received by management in response to this solicitation will be voted for the
election of the nominees listed below, unless otherwise instructed on the proxy
card. The nominees presently serve as members of the Board of Directors of the
Company. If you do not wish your shares to be voted for a particular nominee,
please so indicate as provided on the proxy card.
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6
James W. Callison, age 71, has been a Director of the Company since
1974 and a member of the Board of Directors of ALLIED Mutual since 1972. He is
also a member of the Board of Directors of AMCO, ALLIED Property and Casualty,
Depositors, and ALLIED Life Financial Corporation. Mr. Callison has been
employed by Midwest Wheel Companies since 1948, serving as Chairman of the Board
since January 1998 and President from 1970 to 1997.
Richard O. Jacobson, age 61, has been a Director of the Company since
1994. He has been President and Chief Executive Officer of Jacobson Warehouse
Company, Inc. since 1968 and Jacobson Transportation Company Inc. since 1980.
Mr. Jacobson is a member of the Board of Directors of Atrion Corporation, FelCor
Suite Hotels, Inc., Firstar Corporation of Iowa, and Heartland Express, Inc.
John P. Taylor, age 51, has been a Director of the Company since 1992.
He is Chairman of Taylor Ball having been employed there since 1972. Taylor Ball
is a general contractor in the business of commercial construction and
construction management. Mr. Taylor is a member of the Board of Directors of
Firstar Corporation of Iowa and Casey's General Stores, Inc.
Required Stockholder Vote
The affirmative vote of the holders of at least a majority of the
shares of Stock of the Company represented at the Annual Meeting is required for
approval of this proposal.
The Board of Directors of the Company recommends a vote FOR these nominees.
- --------------------------------------------------------------------------------
Current directors whose terms expire in 1999
John E. Evans, age 70, is Chairman of the Board and a Director of the
Company. Mr. Evans served as President of the Company from 1974 to 1994 and has
served as Chairman of the Board since 1975. He has been a Director of the
Company since 1972 and has served as a director of ALLIED Mutual since 1961. Mr.
Evans also serves on the Board of Directors of other affiliates of the Company,
including ALLIED Life Financial Corporation (a subsidiary of ALLIED Mutual). Mr.
Evans is a brother of Harold S. Evans, a Director of the Company. Pursuant to
the Stock Rights Agreement and the Consulting Agreement with Mr. Evans, he was
nominated by ALLIED Mutual to serve as a Director of the Company.
William E. Timmons, age 73, has been a Director of the Company since
1993. Until his retirement in 1995, Mr. Timmons was a senior partner at
Patterson, Lorentzen, Duffield, Timmons, Irish, Becker & Ordway, a law firm in
Des Moines, Iowa, having been with the firm since 1967. Mr. Timmons served as
General Counsel to the Iowa Insurance Institute for 25 years and was Insurance
Commissioner of Iowa from 1959 to 1967. From 1964 to 1965, he was President of
the National Association of Insurance Commissioners ("NAIC"). Mr. Timmons is a
member of the Board of Regents of Loras College in Dubuque, Iowa and is a member
of the Board of Directors of Ag Hail Insurance Company.
Donald S. Willis, age 70, has been a Director of the Company since
1974. He is also a member of the Board of Directors of AMCO, ALLIED Property and
Casualty, and Depositors. Since 1962, Mr. Willis has been President of Willis &
Moore, Inc., a general insurance agency, having been employed there since 1948.
Current directors whose terms expire in 2000
Douglas L. Andersen, age 57, has been Director, President, and Chief
Executive Officer of the Company since 1997. Previously, he had been President
(Property-casualty) of the Company since 1994. Mr. Andersen serves as President
of ALLIED Mutual, AMCO, ALLIED Property and Casualty, and Depositors and has
been a director of ALLIED Mutual since 1994. In 1997, Mr. Andersen was elected
to the Boards of AMCO, ALLIED Property and Casualty, and Depositors. He had been
Vice President of Marketing of the four property-casualty companies from 1981 to
1993.
Harold S. Carpenter, age 64, has been a Director of the Company since
1974 and is a member of the Board of Directors of AMCO, ALLIED Property and
Casualty, and Depositors. Mr. Carpenter has been Chairman of the Board and
President of Heartland Systems Co. (formerly known as George A. Rolfes Co.), a
privately-held manufacturer of agricultural equipment, since 1970. He also
serves as Chairman of the Board and President of Superior Gas and Chemical, Inc.
Mr. Carpenter is a member of the Board of Directors of Alanco Environmental
Resources Corp.
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7
Charles I. Colby, age 70, has been a Director of the Company since
1993. Mr. Colby had been a Director of ALLIED Mutual from 1971 to 1993. Since
1984, Mr. Colby has been Chairman of the Board of Colby Properties, which is in
the business of real estate development. Mr. Colby is a member of the Board of
Directors of West Des Moines State Bank.
Harold S. Evans, age 65, has been a Director of the Company since 1974
and of ALLIED Mutual since 1965. Mr. Evans also serves on the Board of Directors
of AMCO, ALLIED Property and Casualty, Depositors, and ALLIED Life Financial
Corporation. He was employed by Aluminum Company of America beginning in 1955,
serving as Group Vice President-International until his retirement in 1989. Mr.
Evans is a brother of John E. Evans, Chairman of the Board and a Director of the
Company.
Meetings and Committees of the Board of Directors
During 1997, there were five meetings of the Board of Directors. All
directors attended more than seventy-five percent of the aggregate committee and
Board meetings during 1997.
The Board has established Executive, Audit, Investment, Compensation,
and Coordinating Committees. The Company does not have a standing nominating
committee, and the functions that are normally performed by such a committee are
carried out by the Executive Committee. The Executive Committee will consider
nominees recommended by stockholders. Such recommendations for nominees for
election at the 1999 Annual Meeting should be submitted in writing to the
Executive Committee in care of the Secretary of the Company, 701 Fifth Avenue,
Des Moines, Iowa 50391-2000, no later than February 4, 1999.
The Executive Committee members are John E. Evans, James W. Callison,
Harold S. Evans, and Douglas L. Andersen. The Executive Committee has the
authority, with certain exceptions, to exercise the powers of the full Board of
Directors. The Board of Directors reviews and approves the minutes of all
meetings of the Executive Committee. The Executive Committee met five times in
1997.
The Audit Committee members consist of outside directors John P. Taylor
and Donald S. Willis. The Committee selects and retains the Company's
independent certified public accountants and approves the staffing and budgets
of the Company's internal audit department. Both the internal auditors and the
independent certified public accountants periodically meet with the Audit
Committee and have access to the members of the Committee. The Audit Committee
met two times in 1997. C. Fred Morgan, a member of the ALLIED Mutual Board of
Directors, sits as a nonvoting representative of ALLIED Mutual on the Audit
Committee.
The Investment Committee is a committee authorized to direct and
approve investment activities of the Company. The members of the Investment
Committee are John E. Evans, Harold S. Evans, James W. Callison, Charles I.
Colby, and Douglas L. Andersen. The Investment Committee met eight times in
1997.
The Compensation Committee of the Board has the authority to establish
all compensation and benefits for all of the executive officers and employees of
the Company and its subsidiaries. The members of the Compensation Committee,
Harold S. Evans, James W. Callison, and Charles I. Colby, met five times in
1997.
The Coordinating Committee is a committee responsible for matters
involving actual or potential conflicts of interest, if and when they arise,
between the Company, ALLIED Mutual, and ALLIED Life Financial Corporation. The
Company's members of the committee, Donald S. Willis and Harold S. Carpenter,
are outside directors of the Company who are not members of the Board of
Directors of ALLIED Mutual or ALLIED Life Financial Corporation. The
Coordinating Committee met one time in 1997.
Compensation of the Members of the Board of Directors and the Outside Director
Stock Purchase Plan
Directors who are not officers or employees of the Company received an
annual retainer in 1997 of $20,000 plus expenses incurred in attending Board
meetings. Directors were also paid $1,000 per Board meeting and $750 per
committee meeting. Directors who are executive officers of the Company do not
receive any fees in addition to their remuneration as officers. The annual
retainer is split among the Company, ALLIED Mutual, and ALLIED Life Financial
Corporation for James W. Callison, Harold S. Evans, and John E. Evans (each of
whom are also directors of ALLIED Mutual and ALLIED Life Financial Corporation),
and many of the meeting fees are also split for these three individuals in the
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8
event the companies have meetings on the same day. In addition, Donald S. Willis
receives from the Company $750 per committee meeting for sitting as a Company
representative and nonvoting member of the ALLIED Mutual Contributions
Committee.
The Company's directors who are not employees or officers of the
Company may elect to receive all or a portion of their director fees in the form
of Common Stock obtained under the ALLIED Group, Inc. Outside Director Stock
Purchase Plan ("Director Purchase Plan"). Under the Director Purchase Plan, a
participant may purchase Common Stock with a fair market value of no more than
$25,000 per calendar year. The price per share paid to the Company is 100% of
the fair market value of shares of Common Stock. The director fees that are
withheld are applied to 85% of the price per share, with the remainder being
paid proportionally by the Company and/or the other ALLIED companies to whom the
participant's director fees are allocated. A participant may not dispose of the
Common Stock purchased under the Director Purchase Plan for a period of one year
from the purchase date. An Administrative Committee composed of employee
directors of the Company administers the Director Purchase Plan. During 1997,
the following directors participated in the Director Purchase Plan purchasing
the number of shares and receiving the dollar value of discount for all shares
purchased as indicated: Harold S. Carpenter, 924 shares, $3,746; John E. Evans,
952 shares, $3,750; Richard O. Jacobson, 920 shares, $3,747; John P. Taylor, 924
shares, $3,746; William E. Timmons, 333 shares, $1,368; and Donald S.
Willis, 156 shares, $640.
John E. Evans has a Consulting Agreement with the Company, ALLIED
Mutual, and ALLIED Life Financial Corporation pursuant to which he performs
certain consulting services for the companies until such agreement is terminated
by Mr. Evans or the companies. Mr. Evans is to be paid an annual fee which is to
be prorated among the Company, ALLIED Mutual, and ALLIED Life Financial
Corporation. The annual fee was $250,000 for the first six months of 1997 and
$180,000 for the latter six months. The Company's portion of the fee for 1997
was $172,365. ALLIED Mutual agreed to nominate Mr. Evans for re-election to the
Board of Directors of the Company in accordance with ALLIED Mutual's nomination
rights under the Stock Rights Agreement between ALLIED Mutual and the Company.
Executive Officers
In addition to Douglas L. Andersen, the following are the executive
officers of the Company and its subsidiaries.
Stephen S. Rasmussen, age 45, has been Executive Vice President since
March 3, 1998 and had been Senior Vice President of the Company since 1995. He
serves in a similar capacity in each of ALLIED Mutual, AMCO, ALLIED Property and
Casualty, and Depositors. Mr. Rasmussen had previously been Vice President of
Underwriting of ALLIED Mutual, AMCO, ALLIED Property and Casualty, and
Depositors since 1986. He has been employed by ALLIED Mutual since 1974 holding
a variety of underwriting and managerial positions.
Jamie H. Shaffer, age 54, has been Senior Vice President and Chief
Financial Officer of the Company, ALLIED Mutual, AMCO, ALLIED Property and
Casualty, and Depositors since 1997. He had been President (Financial) of the
Company since 1994. Since 1978, Mr. Shaffer has served as Treasurer of the
Company, ALLIED Mutual, AMCO, ALLIED Property and Casualty, and Depositors. Mr.
Shaffer joined ALLIED Mutual in 1971.
Marla J. Franklin, age 51, has been Vice President of the Company and
Vice President of Human Resources of ALLIED Mutual, AMCO, ALLIED Property and
Casualty, and Depositors since 1994. Previously, Ms. Franklin was Assistant Vice
President of Human Resources having been with ALLIED since 1973.
Michael D. Holmes, age 40, has been Vice President of Information
Systems for ALLIED Mutual, AMCO, ALLIED Property and Casualty, and Depositors
since 1996. Mr. Holmes served as Vice President of Emerging Technologies for
AmerUs Mutual Life Insurance Company from 1995 until 1996. Previously, Mr.
Holmes served in various management positions in the information systems area
with ALLIED since 1983.
Steven P. Larsen, age 41, has been Vice President of Claims of ALLIED
Mutual, AMCO, ALLIED Property and Casualty, and Depositors since 1993. Mr.
Larsen joined ALLIED in 1991 as Assistant Vice President-Claims Legal.
Previously, he was employed by United Services Automobile Association as Claims
Counsel since 1985.
Charles H. McDonald, age 59, has been Vice President of the Company
since 1990 and was named Vice President of Communications in 1994 for ALLIED
Mutual, AMCO, ALLIED Property and Casualty, and Depositors. He had been Vice
President of Human Resources from 1979 to 1994. His employment in personnel and
employee relations commenced with ALLIED Mutual in 1973.
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George T. Oleson, age 50, has been Vice President of the Company,
ALLIED Mutual, AMCO, ALLIED Property and Casualty, and Depositors since 1997.
Previously, Mr. Oleson was the Secretary of such companies since 1993 and
Assistant Vice President of such companies since 1980. He also serves as
Corporate Counsel for the Company and its affiliates.
Scott E. Reddig, age 32, has been Vice President and Chief Actuary of
ALLIED Mutual, AMCO, ALLIED Property and Casualty, and Depositors since 1996. He
had been an Associate Vice President and Actuary with the Nationwide Companies
since 1987.
Edward E. Sullivan, age 41, became Vice President of Marketing of
ALLIED Mutual, AMCO, ALLIED Property and Casualty, and Depositors in 1995. Mr.
Sullivan had been President of ALLIED Group Insurance Marketing Company since
1993. Previously, he was operations manager of George Peterson Insurance in
Santa Rosa, California, and an account executive at Johnson & Higgins in San
Diego, California. From 1987 to 1992, Mr. Sullivan was a branch manager with
Maryland Casualty in San Diego, California.
W. Kim Austen, age 43, has been Regional Vice President for the
regional office in Des Moines, Iowa since 1994 for ALLIED Mutual, AMCO, ALLIED
Property and Casualty, and Depositors. He had previously been Regional Vice
President for the regional office in Lincoln, Nebraska since 1992, the Regional
Vice President of the regional office in Denver, Colorado since 1990, and
underwriting manager for the Des Moines, Regional Office since 1986.
Steve A. Biggi, age 51, has been Regional Vice President at the
regional office in Santa Rosa, California since 1981 for ALLIED Mutual, AMCO,
ALLIED Property and Casualty, and Depositors. He joined ALLIED Mutual in 1974.
James J. Hagenbucher, age 38, has been Regional Vice President for the
central states regional office in Des Moines, Iowa since October 1997 for ALLIED
Mutual, AMCO, ALLIED Property and Casualty, and Depositors. Previously, he was
Regional Vice President for the regional office in Denver, Colorado since 1992.
Prior to that, Mr. Hagenbucher was a marketing manager having been employed by
the ALLIED companies since 1987.
Michael L. Pollard, age 46, has been Regional Vice President at the
regional office in Lincoln, Nebraska since 1994 for ALLIED Mutual, AMCO, ALLIED
Property and Casualty, and Depositors. He had previously been underwriting
manager in the Des Moines Regional Office since 1990 and underwriting manager in
the Lincoln Regional Office since 1986.
Kirt A. Walker, age 34, has been Regional Vice President at the
regional office in Denver, Colorado since 1997 for ALLIED Mutual, AMCO, ALLIED
Property and Casualty, and Depositors. From 1996 to 1997, he was underwriting
manager in the regional office in Santa Rosa, California. Mr. Walker has held
various underwriting and marketing positions with the ALLIED companies since
1986.
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10
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of February 28, 1998, the directors, the executive officers named in
the Summary Compensation Table, and the directors and executive officers as a
group beneficially owned shares of Common Stock as set forth below. The issued
and outstanding Common Stock and 6-3/4% Preferred as of February 28, 1998 were
30,549,214 shares and 1,827,222 shares, respectively.
<TABLE>
<CAPTION>
Amount and Nature of Percent Voting
Name of Beneficial Owner Beneficial Ownership (1) of Class (1) Percentage
------------------------ ------------------------ ------------ ----------
<S> <C> <C> <C>
John E. Evans 366,219 1.2% 1.0%
James W. Callison 26,542 * *
Harold S. Carpenter 67,795 (4) * *
Charles I. Colby 23,249 (5) * *
Harold S. Evans 47,994 (6) * *
Richard O. Jacobson 5,574 * *
John P. Taylor 22,202 * *
William E. Timmons 13,898 * *
Donald S. Willis 30,952 * *
Douglas L. Andersen 224,430 (2)(3) * *
Stephen S. Rasmussen 103,069 (2)(3) * *
Jamie H. Shaffer 196,683 (2)(3) * *
Steve A. Biggi 67,543 (2)(3) * *
Scott E. Reddig 1,311 * *
All directors and
executive officers
as a group (24 persons) 1,664,270 (2)(3)(4)(5)(6) 5.4% 4.5%
- -----------
</TABLE>
(1) Except as noted, all persons have sole voting and investment power with
respect to the shares reported; asterisks indicate ownership of less
than 1%.
(2) Includes the following number of shares that are also reported as
beneficially owned by the ESOP Trustee: Mr. Andersen, 56,301 shares;
Mr. Rasmussen, 29,961 shares; Mr. Shaffer, 58,161 shares; Mr. Biggi,
14,086 shares; Mr. Reddig, 1,244 shares; and all executives as a group
345,588 shares. Allocated shares are voted by the ESOP Trustee in
accordance with the direction of the ESOP participant. Generally,
unallocated shares and allocated shares as to which no direction is
made by the participant are voted by the ESOP Trustee in the same
percentage as the allocated shares as to which directions are received
by the ESOP Trustee.
(3) Includes the following number of shares which the following persons
have the right to acquire within 60 days of February 28, 1998 pursuant
to stock options granted under the ALLIED Group, Inc. Restated and
Amended Stock Option Plan. ALLIED Group, Inc. Nonqualified Stock Option
Plan, and ALLIED Group, Inc. Long-Term Management Incentive Plan: Mr.
Andersen, 47,623 shares; Mr. Rasmussen, 13,688 shares; Mr. Shaffer,
23,436 shares; Mr. Biggi, 7,308 shares; and all executive officers as a
group, 244,363 shares.
(4) Includes 57,375 shares of Common Stock owned by Superior Gas and
Chemical, Inc.
(5) Includes 15,750 shares of Common Stock owned by Charles I. Colby & Ruth
Colby Trust #1, Ruth Colby Trust A, and Charles I. Colby and Ruth Colby
Family Trust, each of which Charles I. Colby is Trustee and
Beneficiary.
(6) Includes 34,266 shares of Common Stock owned by the Bethany Foundation,
a nonprofit corporation, of which Harold S. Evans is President.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company
(the "Committee") is responsible for establishing and administering the
compensation policies which govern annual compensation, stock ownership
programs, and employee benefit programs for the executive officers as well as
other employees of the Company and its subsidiaries.
<PAGE>
11
Compensation Criteria
In making compensation determinations, the Committee considers and
endeavors to attain the following goals:
1) attract and retain highly qualified and motivated
executive officers and employees,
2) encourage and reward achievement of annual and
long-term financial goals and operating plans of the
Company, and
3) encourage executive officers and employees to become
stockholders with interests aligned with those of
other stockholders.
The Committee's policy with regard to the compensation of executive
officers is to meet the foregoing goals through a combination of base salary,
annual bonus, stock ownership, and other benefits with a particular focus on
encouraging executive officers to attain individual performance goals that are
designed to favorably impact overall Company performance.
Compensation Components
The basic components of compensation for executive officers, including
those individuals listed in the Summary Compensation Table, are in four areas:
Base Salary: The Committee sets salary ranges annually which are
intended to reflect the median level of base pay for comparable positions at
companies of similar size and complexity. The Committee reviews salary survey
data provided by independent survey consultants and information provided by the
Standard and Poor's property-casualty insurance segment. Based on the scope and
responsibility of the position in the survey compared to the scope and
responsibility of the position at the Company, the Committee determines whether
the officer's salary range should be set at, above, or below the median level of
the industry. To determine the level of a specific salary within its range, the
Committee considers management input regarding the officer's length of service
in the position, experience, and management skills in handling short and long
range issues. In addition, the Committee reviews the officer's performance
during the prior year measured against predetermined corporate and individual
plans and objectives approved by the Board.
Annual Bonus: The Committee believes that a significant portion of
annual cash compensation for the executive officers should be variable ("at
risk") and tied to the Company's financial results. The Short Term Management
Incentive Compensation Plan (the "Short Term Plan") is administered by the
Committee which annually establishes goals for profit and growth. Depending upon
attainment of Short Term Plan goals, executive officers may receive a bonus
amount equal to 12-19% of base salary if the minimum profit goal is attained,
and up to 48-75% of base salary if both profit and growth goals are maximized.
Profit is based on consolidated net income or profit center net income as
appropriate for measuring the participant's overall contribution to the
Company's success. Growth is measured in direct written premiums for the
property-casualty companies (excluding Western Heritage and crop-hail business).
The profit and growth goals are established annually by the Committee.
Goals are set to exceed expected profit and growth performance of the industry.
The potential total award is weighted toward profit: 75% of the award may come
from profit goal attainment and 25% from growth attainment. No incentive for
growth is given if the minimum profit target is not met. The Committee may use
its discretion to modify a portion of a participant's award, either upward or
downward, based on management's recommendation of the participant's contribution
to the achievement of goals.
Stock Ownership: The Committee believes that a fundamental goal of
executive compensation is to encourage and create opportunities for long-term
executive stock ownership. Stock ownership guidelines for officers were
established by the Committee in 1994. Over a period of ten years, the following
ownership levels of Company Common Stock should be attained:
President 150,000 - 200,000 shares
Senior Vice Presidents 100,000 - 150,000 shares
Key Vice Presidents 75,000 - 100,000 shares
Other Executive Officers 30,000 - 50,000 shares
The Long-Term Management Incentive Plan (the "Long-Term Plan") provides
for the award of stock options (nonqualified and incentive stock options), stock
appreciation rights ("SARs"), and shares of restricted stock. The Committee
<PAGE>
12
encourages ownership of Company stock through the grant of options to
participants in the Long-Term Plan. In determining who will participate and the
amount of awards, the Committee selects key management employees, and based on
their position, salary, performance, and previous grants, the Committee
determines the amount of awards to be given to each participant. Generally, the
amount increases with the level of position. The Committee intends to make
grants on an annual basis and establish a vesting schedule at each grant date.
The 1997 option grants vest in 33-1/3% increments on the third, fourth, and
fifth anniversary of the grant date. In 1997, 240,000 options were awarded to 33
participants, and 555,969 shares remain available for award.
Employee Benefits: The Company offers benefit plans such as vacation,
medical, life and disability insurance to executive officers on the same basis
as offered to all employees. In keeping with the Company's commitment to align
employee interests with those of stockholders, employees may acquire shares of
stock through the Employee Stock Purchase Plan ("ESPP"), and all eligible
employees are allocated shares through the Employee Stock Ownership Plan
("ESOP"). The ESPP allows employees to purchase stock at 85% of its fair market
value, and the ESOP is discussed in note 5 to the Summary Compensation Table in
this Proxy Statement. Executive officers are eligible for these programs on the
same basis as other employees.
CEO's Compensation
Mr. Andersen participates in the compensation program described above
and has a significant portion of his total compensation at-risk. In March, 1997
Mr. Andersen was elected Chief Executive Officer of the Company and received a
16% increase in base salary. In 1997, he received 15,000 shares subject to
option, which adjusted for the stock split in November 1997, amounts to 22,500
shares subject to option. Mr. Andersen led the Company toward excellent
financial results in 1997 and received a bonus award of $166,036 for that
performance.
Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code (the "Code") generally
limits to $1 million per individual per year the federal income tax deduction
for compensation paid by a publicly-held company to the company's chief
executive officer and its other four highest paid executive officers.
Compensation that qualifies as performance-based compensation for purposes of
Section 162(m) is not subject to the $1 million deduction limitation. Options
and stock appreciation rights granted under the Long-Term Plan satisfy the
requirements for performance-based compensation. The Committee presently does
not intend to seek to qualify other components of the Company's incentive
compensation for executive officers as performance-based compensation under
Section 162(m) of the Code, such as the Short Term Plan. However, the Committee
currently does not anticipate that any executive officer will be paid
compensation from the Company in excess of $1 million in any year (including
amounts that do not qualify as performance-based compensation under the Code),
and accordingly, the Committee anticipates that all amounts paid as executive
compensation will be deductible by the Company for federal income tax purposes.
COMPENSATION COMMITTEE
James W. Callison
Charles I. Colby
Harold S. Evans
<PAGE>
13
STOCK PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common
Stock to the S&P SmallCap 600 Index and the S&P Insurance Index
(Property-Casualty) for the last five years ended December 31, 1997. The graph
assumes $100 was invested on December 31, 1992 and that all dividends were
reinvested.
<TABLE>
<CAPTION>
Symbol 12-31-92 12-31-93 12-30-94 12-29-95 12-31-96 12-31-97
------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Company 100.0 126.3 121.8 181.1 251.4 336.5
S&P SmallCap 600 Index 100.0 118.8 113.1 147.0 178.4 224.0
S&P Insurance Index 100.0 122.6 108.8 154.2 208.1 315.6
(Property Casualty)
</TABLE>
<PAGE>
14
COMPENSATION OF EXECUTIVE OFFICERS
All employees are directly employed by the Company. The Company leases
employees to all of its subsidiaries and to ALLIED Mutual and certain of its
subsidiaries. The following table shows the compensation earned by the CEO and
the four most highly compensated officers of the Company for services rendered
in all capacities to the Company, its subsidiaries, and to ALLIED Mutual and its
subsidiaries.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
-------------------------------
Annual Compensation Awards
---------------------- -------------------------------
Restricted Securities
Stock Underlying All Other
Name and Principal Position Year Salary (1) Bonus (2) Awards (3) Options/SARs (4) Compensation (5)
- ---------------------------- ---- ---------- --------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Douglas L. Andersen 1997 $318,939 $166,036 -0- 22,500 $51,200
President, CEO, and Director 1996 279,594 -0- $11,900 15,750 27,000
of Company, AMCO, ALLIED 1995 260,000 108,754 22,200 38,250 21,000
Property and Casualty,
Depositors, and ALLIED Mutual
Stephen S. Rasmussen 1997 $180,847 $70,000 -0- 15,000 $57,600
Executive Vice President of 1996 169,825 -0- $10,750 11,250 30,375
Company, AMCO, ALLIED 1995 158,000 50,026 19,700 33,001 23,625
Property and Casualty,
Depositors, and ALLIED Mutual
Jamie H. Shaffer 1997 $229,362 $117,502 -0- 18,000 $57,600
Senior Vice President, 1996 219,132 -0- $13,000 15,750 30,375
Treasurer, and CFO of 1995 200,000 83,662 24,900 60,750 23,625
Company, AMCO, ALLIED
Property and Casualty, Depositors,
and ALLIED Mutual
Steve A. Biggi 1997 $157,759 $89,040 -0- 15,000 $57,600
Regional Vice President 1996 148,263 84,643 $ 9,000 7,875 30,375
of AMCO, ALLIED Property 1995 145,385 -0- 16,500 5,625 23,625
and Casualty, Depositors
and ALLIED Mutual
Scott E. Reddig 1997 $145,038 $53,400 -0- 6,000 $35,605
Vice President of AMCO, 1996 19,953 (6) -0- -0- 22,500 -0-
ALLIED Property and Casualty, 1995 -0- -0- -0- -0- -0-
Depositors, and ALLIED Mutual
- -----------
</TABLE>
(1) Includes amounts deferred at the election of the officer pursuant to
the Company's Savings and Investment Plan (401(k)).
(2) Amounts were earned in the year indicated but paid in the following
year under the ALLIED Group Short Term Management Incentive
Compensation Plan.
(3) Awards of restricted stock were made to satisfy obligations under the
Long-term Management Incentive Compensation Plan (also known as the
Performance Unit Plan) which was discontinued in 1994. For the
three-year performance period ending in 1995 and 1996, shares of
<PAGE>
15
restricted stock were awarded to satisfy prorated cash awards to which
the participants were entitled. The restricted stock vests 25% per year
beginning the second year after the award. Dividends are paid on the
restricted stock awarded to participants. The number and value of the
aggregate restricted stock holdings at the end of 1997 are as follows
(using a market value of $28.72 per share): Mr. Andersen, 1,989 shares
valued at $57,124; Mr. Rasmussen, 1,777 shares valued at $51,035; Mr.
Shaffer, 2,215 shares valued at $63,615; and Mr. Biggi, 1,488 shares
valued at $42,735.
(4) The number of reported options and SARs reflect the 3-for-2 stock split
in November 1997. See "Option/SAR Grants in Last Fiscal Year" for a
description of the terms and conditions of the option grants.
(5) Amounts are deferred compensation and reflect contributions made by the
Company under The ALLIED Group Employee Stock Ownership Plan ("ESOP")
which is a defined contribution retirement plan covering all eligible
Company employees. The amount of employer contribution is based on a
percentage of annual pay (capped at $160,000) and calculated as
follows: less than 6 years of service, 6% of pay; 6 years but less than
11 years, 7% of pay; 11 years but less than 21 years, 8% of pay; and
for 21 years or more, 9% of pay. In 1995, 1996, and 1997, employees
participating in the ESOP received an additional 75%, 125%, and 300%,
respectively, increased stock allocation to their accounts. In 1997,
Mr. Rasmussen received cash dividends on the ESOP shares purchased with
funds transferred from the terminated retirement plan in the amount of
$6,624.
(6) Mr. Reddig began employment with the Company on November 11, 1996. In
1996, he received $21,600 in perquisites, the majority of which were
for moving expenses.
Option/SAR Grants in Last Fiscal Year
The following table summarizes certain information regarding options
granted during 1997 to the named executive officers and reflects the November
1997 3-for-2 stock split.
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term (2)
------------------------------------------------------------------ --------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Expiration
Name Granted (1) Fiscal Year Price ($/ ) Date 5% 10%
- ---------------------------- -------------------- --------------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Douglas L. Andersen 22,500 options 9.4% $22.9167 3/21/2007 $324,274 $821,775
Stephen S. Rasmussen 15,000 options 6.3% $22.9167 3/21/2007 $216,183 $547,850
Jamie H. Shaffer 18,000 options 7.5% $22.9167 3/21/2007 $259,419 $657,420
Steve A. Biggi 15,000 options 6.3% $22.9167 3/21/2007 $216,183 $547,850
Scott E. Reddig 6,000 options 2.5% $22.9167 3/21/2007 $86,473 $219,140
- -----------
</TABLE>
(1) These options will vest and become exercisable as follows: 33-1/3% as
of 3/21/2000; 66-2/3% as of 3/21/2001; and 100% as of 3/21/2002.
(2) These amounts represent assumed rates of stock price appreciation of 5%
and 10% which are specified in applicable federal securities
regulations. The actual value, if any, an executive officer may realize
depends on the market value of the Common Stock at a future date. There
is no assurance that the value realized by an executive officer will be
at or near the values set forth in the table.
<PAGE>
16
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option Values
The following table summarizes certain information regarding options
exercised during 1997 and presents the value of unexercised options and SARs
held at December 31, 1997. The SARs entitle the participant to receive payment
from the Company solely in cash.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Options/SARs at FY-End at FY-End (1)
Shares Acquired Exercisable (E)/ Exercisable (E)/
Name on Exercise Value Realized (1) Unexercisable (U) Unexercisable (U)
- ----------------------- ---------------- ------------------ ---------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Douglas L. Andersen 6,749 $138,891 options/$23,148 SARs 30,001 (E)/ 95,440 (U) $473,245 (E)/$ 1,244,441 (U)
Stephen S. Rasmussen 3,939 $ 71,685 options/$11,983 SARs -0- (E)/ 60,564 (U) $ -0- (E)/$ 780,184 (U)
Jamie H. Shaffer 6,749 $154,651 options/$25,776 SARs -0- (E)/ 94,503 (U) $ -0- (E)/$ 1,282,259 (U)
Steve A. Biggi -0- $ -0-options/$ -0- SARs 3,935 (E)/ 29,910 (U) $ 67,279 (E)/$ 292,202 (U)
Scott E. Reddig -0- $ -0-options/$ -0- SARs -0- (E)/ 28,500 (U) $ -0- (E)/$ 244,735 (U)
- -----------
</TABLE>
(1) Values are calculated by determining the difference between the fair
market value of the Common Stock and the exercise price of the options
and SARs on the exercise date or at fiscal year end, as appropriate.
The fair market value (average of the high and low as reported on The
New York Stock Exchange) as of December 31, 1997 was $28.72 per share.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's executive officers and directors and persons who own more than 10% of
a registered class of the Company's equity securities file reports of ownership
and changes in ownership with the SEC. Officers, directors, and greater than 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. Based on a review of the reports, during
the fiscal year ended December 31, 1997, all Section 16(a) filing requirements
applicable to its officers, directors, and greater than 10% beneficial owners
were complied with.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Intercompany Operating Agreement
The Company and its subsidiaries are parties to an Intercompany
Operating Agreement ("IOA") with ALLIED Life Financial Corporation ("ALFC"),
ALLIED Mutual, and each of their respective subsidiaries. The IOA provides for
the sharing of employees, office space, agency forces, data processing, and
other services and facilities. The IOA extends through December 31, 2004 and
continues thereafter subject to any party providing two years notice that such
party intends to cease participation. In the event of a change of control
(whenever ownership of 50% or more of the voting stock of the Company or ALFC is
acquired by a nonaffiliated party) of the Company or ALFC, the other party or
ALLIED Mutual may (i) terminate it upon six months notice; (ii) extend the term
for up to ten additional years beyond 2004; or (iii) allow the IOA to continue
in effect without change. The Company leases to ALLIED Mutual and its
subsidiaries (except for ALFC) the employees utilized in their operations for a
fee and reimbursement of personnel costs based on certain allocation methods.
The Company is obligated to provide the entire requirements for employees to
ALLIED Mutual and its subsidiaries (other than ALFC), but ALLIED Mutual reserves
the right to hire employees independently rather than leasing them from the
Company. The Company has the right to determine the compensation and benefits of
all leased employees. However, if the Company wishes to adopt or amend any
employee benefit plan or program and pass on the increased costs thereof with
respect to employees leased by ALLIED Mutual, it must obtain the approval of
<PAGE>
17
ALLIED Mutual (or a joint Compensation Committee consisting of directors of the
Company and ALLIED Mutual). The IOA contains a covenant not to compete that
binds each of the Company, ALFC, and ALLIED Mutual not to engage in a business
that competes with the products or markets of any other party or such party's
subsidiaries for the term of the IOA and five years thereafter.
Any disputes regarding the use or occupancy of facilities or the terms
on which property is leased or used are to be referred to the Coordinating
Committee for resolution. Decisions of the Coordinating Committee must be
unanimous and are binding on the parties. If an issue is not resolved by the
Coordinating Committee, it will be submitted to arbitration. In such
arbitration, each party to the dispute selects one arbitrator, and if such
dispute involves only two parties, such arbitrators select a third arbitrator.
During 1997, the Company received revenues of $2.6 million for
employees leased to ALLIED Mutual and certain of ALLIED Mutual's subsidiaries,
substantially all of which represented cost reimbursement. The IOA also provides
for the leasing by ALLIED Mutual to the Company of substantially all of the
office space utilized by the Company and the provision of data processing
services by the Company to ALLIED Mutual and its subsidiaries. The Company paid
to ALLIED Mutual rent expense for office space of $3.6 million for the year
ended December 31, 1997. ALLIED Mutual, the Company, and ALFC share agency
forces as well as other services and facilities.
Pooling Agreement
ALLIED Mutual and the Company's three property-casualty subsidiaries,
AMCO, ALLIED Property and Casualty, and Depositors, are parties to a reinsurance
pooling agreement in which the Company's subsidiaries in the aggregate were 64%
participants in 1997. The pooling agreement provides that ALLIED Mutual, ALLIED
Property and Casualty, and Depositors cede to AMCO (the pool administrator)
premiums, losses, allocated loss settlement expenses, commissions, premium
taxes, service charge income, and dividends to policyholders and assume from
AMCO an amount of the pooled property-casualty business equal to their
participation in the pooling agreement. The agreement provides that AMCO will
pay certain underwriting expenses, unallocated loss settlement expenses, and
premium collection expenses for all of the pool participants and receive a fee
equal to a specified percentage of premiums as well as a performance fee based
on the attainment of certain combined ratios from each of the pool participants.
AMCO charges each of the other pool participants 12.85% of written premiums for
underwriting services, 7.25% of earned premiums for unallocated loss settlement
expenses, and 0.75% of earned premiums for premium collection services. During
1997, ALLIED Mutual paid AMCO $71 million in fees under the pooling agreement.
Management Information Services Agreement
The Company, ALLIED Mutual, ALFC, and other affiliated companies are
parties to a Management Information Services Agreement with AMCO, whereby AMCO
provides certain computer services, printing, equipment leasing, and mail and
communication services to affiliates on a fee basis. The agreement terminates on
December 31, 2004 and has an extension provision and a change of control
provision similar to that in the IOA described above. Any disputes under this
agreement are to be referred to the Coordinating Committee for resolution.
Decisions of the Coordinating Committee must be unanimous and are binding on the
parties. If an issue is not resolved by the Coordinating Committee, it will be
submitted to arbitration. In such arbitration, each party to the dispute selects
a party arbitrator (and if such dispute involves only two parties, such
arbitrators select a third arbitrator), provided that if there are more than
three parties to a dispute, each of ALLIED Mutual, ALFC, and the Company
appoints an arbitrator. For the year 1997, amounts paid to AMCO, AGIS, and
Midwest Printing by ALLIED Mutual, ALFC, and their subsidiaries under the
Management Information Services Agreement were $2.5 million.
Joint Marketing Agreement
AMCO, ALLIED Property and Casualty, and Depositors are parties to the
ALLIED Group Joint Marketing Agreement ("JMA") with ALLIED Mutual and ALLIED
Life Insurance Company ("ALLIED Life"). The JMA requires ALLIED Mutual and the
Company's property-casualty subsidiaries to promote to their customers and
agents the sale of the products of ALLIED Life. The JMA provides for payment by
ALLIED Life to AMCO (as pool administrator for the property-casualty companies)
of an annual access fee of $100,000 plus an annual new production incentive fee
("NPIF"), calculated based on the percentage increase from the preceding year's
production credit premiums for ALLIED Life produced by the independent
property-casualty agencies representing ALLIED Mutual, AMCO, ALLIED Property and
Casualty, and Depositors ("ALLIED agencies"). The annual NPIF is not payable
unless production credit premiums increase by at least 10% over the prior year
and is capped at an increase of 25% over the prior year. For the year ended
December 31, 1997, the fee incurred by ALLIED Life under the JMA totaled
$100,000. The JMA also provides for joint systems development, including joint
<PAGE>
18
data bases of customers and agents, multiple account billing systems, marketing
plans and promotions, and other systems to be developed. Development costs are
to be allocated on a mutually agreeable basis reflecting projected and actual
utilization of the systems.
The JMA continues to the year 2008 and continues thereafter subject to
termination on two years notice given by any party. The JMA contains non-compete
provisions structured along product lines which are applicable during the term
of the JMA and for a period of ten years thereafter. Such non-compete provisions
prevent ALLIED Mutual and the property-casualty subsidiaries of the Company from
selling life insurance or annuities in the states where ALLIED Life now sells
these life products (or on termination of the JMA, any states where the life
insurance and annuity products are sold by ALLIED Life). ALLIED Mutual and the
property-casualty subsidiaries, which are not licensed to sell life insurance or
annuity products, do not operate in all the states in which ALLIED Life
operates. The JMA non-compete also prevents ALLIED Life from offering
property-casualty products in states in which ALLIED Mutual and the
property-casualty subsidiaries of the Company now operate. In the event of a
change of control of ALLIED Life or ALLIED Life Financial Corporation (whenever
ownership of 50% or more of the voting stock is acquired by a nonaffiliated
party), the Company, ALLIED Mutual, or any of the Company's property-casualty
subsidiaries may (i) terminate it upon six months notice; (ii) extend the term
for up to ten additional years beyond 2008; or (iii) allow the JMA to continue
in effect without change. Those three rights are also given to ALLIED Life or
ALLIED Life Financial Corporation in the event of a change of control of the
Company or any of its property-casualty subsidiaries. Disputes are to be
resolved by a Coordinating Committee made up of the two members of each of the
coordinating committees of the Company, ALFC, and ALLIED Mutual. Decisions of
the Coordinating Committee must be unanimous and are binding on the parties. If
the Coordinating Committee fails to resolve an issue, it would be submitted to
arbitration. In such arbitration, one arbitrator will be appointed jointly by
ALLIED Mutual and the Company's property-casualty subsidiaries and a second
arbitrator will be appointed by ALFC. Both arbitrators so selected will jointly
select a third arbitrator.
Other Arrangements and Transactions
The Company and ALLIED Mutual are parties to a Stock Rights Agreement,
which is described in note 1 to the table in "Voting Securities and Principal
Stockholders." The Company and John E. Evans, Chairman and a Director, are
parties to a Consulting Agreement which is described under "Compensation of the
Members of the Board of Directors and the Director Purchase Plan".
The Company and its affiliates pool their excess cash into a short-term
investment fund pursuant to the Intercompany Cash Concentration Fund Agreement.
The fund, administered by AID Finance Services, Inc. (an affiliate of the
Company), also issues short-term loans (30 days or less) to affiliated companies
in accordance with the current intercompany borrowing policy. At December 31,
1997, the Company had several unsecured notes payable that totaled $5.9 million,
of which the interest rate on each note payable was 8.8%. The Company and its
affiliates pay to AID Finance Services, Inc. a management fee (5 basis points of
invested assets) which is offset against investment income. At December 31,
1997, $8.3 million was invested in the fund by the Company and its subsidiaries,
which is carried as a short-term investment. Interest earned by the Company and
its subsidiaries from the fund during 1997 was $477,000. Interest expense paid
to AID Finance Services, Inc. during 1997 amounted to $424,000.
ALLIED Group Insurance Marketing Company ("AGIMC"), a wholly-owned
subsidiary of AID Finance Services, Inc., markets insurance products for the
Company's property-casualty subsidiaries on a commission basis, and the
Company's share of commissions paid to AGIMC was $3.7 million for the year
ending December 31, 1997.
The Company paid premiums to ALLIED Life for term life insurance on the
Company's employee group in the amount of $468,000 in 1997.
The property-casualty subsidiaries of the Company paid premiums to
ALLIED Mutual in the amount of $2.9 million in 1997 for ALLIED Mutual's
participation in a reinsurance agreement with American Re-Insurance Company.
There were recoveries from ALLIED Mutual in the amount of $2 million.
On December 31, 1997, State Street Bank and Trust Company, as the ESOP
Trustee, purchased for the ESOP Trust 18,865 shares of Common Stock from the
Company for $540,000.
AMCO administers many of the bank accounts for the affiliated ALLIED
companies. During the fiscal year 1997, AMCO issued checks in payment of certain
transactions between affiliated ALLIED companies and the companies of certain
directors of the Company. During 1997, ALLIED Mutual, as owner of the ALLIED
office buildings, paid $214,000 for construction services to Taylor Ball, of
<PAGE>
19
which John P. Taylor, a director of the Company, is CEO and Chairman. It is
anticipated that in 1998 ALLIED Mutual will continue to use the construction
services of Taylor Ball and that AMCO will issue the checks on behalf of ALLIED
Mutual in payment for the construction services.
During the year ended December 31, 1997, ALLIED Mutual, the Company,
and its subsidiaries paid $1 million in fees and media costs to J.D. Evans &
Associates, of which Julie Evans (daughter of John E. Evans) is a stockholder.
Donald S. Willis, a Director of the Company, is a majority stockholder
of Willis and Moore, Inc., a general insurance agency. During 1997, ALLIED
Mutual, AMCO, ALLIED Property and Casualty, and Depositors paid $233,000 in
property-casualty commissions and profit share to Willis and Moore, Inc. These
commissions and profit share were paid on the same basis and terms as those paid
to unrelated agencies.
During 1997, directors and executive officers of the Company purchased
insurance or obtained residential mortgages from the Company or its subsidiaries
on terms comparable to those offered in the normal course of business to
nonaffiliated customers. In addition, corporations to which Company directors
are executive officers purchased insurance from the Company's subsidiaries and
ALLIED Mutual in the ordinary course of business during 1997.
- --------------------------------------------------------------------------------
OTHER BUSINESS
The Board of Directors of the Company knows of no matters to be
presented at the Annual Meeting other than those which have been discussed
above. However, if any matters properly come before the meeting, or any
adjournment thereof, it is intended that the persons named in the enclosed Proxy
will vote on such matters in their discretion.
RELATIONSHIP WITH INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, 2500 Ruan Center, Des Moines, Iowa 50309, were
the auditors for the Company for the year ended December 31, 1997.
The Audit Committee of the Board of Directors of the Company approved
in advance, or has subsequently approved, all audit and non-audit related
services provided by KPMG Peat Marwick LLP and also considers the possible
effect of such services on the auditors' independence. Audit services performed
by KPMG Peat Marwick LLP for the year ended December 31, 1997 consisted of the
examination of the financial statements of the Company and its consolidated
subsidiaries, assistance and consultation concerning Securities and Exchange
Commission filings, and consultation in connection with various audit-related
accounting matters.
A representative of KPMG Peat Marwick LLP will be present at the Annual
Meeting on May 5, 1998. The representative will have the opportunity to make a
statement, if he or she so desires, and will be available to respond to
appropriate questions of the stockholders.
SOLICITATION
The Company will bear the cost of the solicitation of proxies. In
addition to solicitation by mail, the Company may request banks, brokers, and
other custodians, nominees, and fiduciaries to send proxy materials to
beneficial owners and to request voting instructions, if any. The Company
reimburses them for their expense in so doing. Officers and employees of the
Company may solicit proxies personally or by mail, telephone, or telegraph at no
additional compensation.
SUBMISSION OF STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Company's Proxy
Statement for the Company's Annual Meeting of Stockholders to be held in 1999,
stockholder proposals must be received by the Company on or prior to November
27, 1998. Such proposals should be directed to the Secretary of the Company, 701
Fifth Avenue, Des Moines, Iowa 50391-2000.
Stockholders who do not submit proposals for inclusion in the Proxy
Statement but who intend to submit a proposal at the 1999 Annual Meeting, and
stockholders who intend to submit nominations for directors at the meeting, must
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20
provide written notice to the Company. Such notice should be addressed to the
Secretary of the Company, 701 Fifth Avenue, Des Moines, Iowa 50391-2000, and
received not later than February 4, 1999. The written notice must satisfy
certain requirements specified in the Company's By-laws. A copy of the By-laws
will be sent to any stockholder upon written request to the Secretary.
- --------------------------------------------------------------------------------
The Company will provide without charge to each stockholder, upon a
written request, a copy of the Company's Annual Report on Form 10-K for the year
ended December 31, 1997. Such requests should be directed to ALLIED Group, Inc.,
Stockholder Services Department, 701 Fifth Avenue, Des Moines, Iowa 50391-2000.
FORM # 11329 (03-98) 00
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21
APPENDIX TO PROXY STATEMENT
PROXY ALLIED GROUP, INC. PROXY
Annual Meeting of Stockholders, May 5, 1998 -- 9:00 a.m., Central Time
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints John E. Evans, Douglas L. Andersen, and Jamie H.
Shaffer, and any one of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and vote all of the shares,
as designated on the reverse side of this card, of Common Stock of ALLIED Group,
Inc. held of record by the undersigned on February 25, 1998 at the Annual
Meeting of Stockholders to be held on May 5, 1998 or at any adjournment thereof.
This is a revocable proxy that when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no direction is made,
this proxy will be voted for all directors listed in Item 1 and in the
discretion of the Proxies as to Item 2.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPLY
USING THE ENCLOSED ENVELOPE
(Continued and to be signed on reverse side.)
ALLIED GROUP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. []
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
FOR WITHHOLD FOR ALL (Except Nominee(s) written below)
<S> <C> <C> <C> <C> <C>
1. Election of Directors for three-year term -- [] [] []
Nominees: James W. Callison, Richard O. Jacobson,
John P. Taylor.
2. The Proxies, in their descretion, are authorized to vote The undersigned acknowledges receipt from the Company prior to the
upon such other business as may properly come before execution of this proxy of a Notice of Annual Meeting and a Proxy
the meeting. Statement dated March 27, 1998.
Dated: ___________, 1998
Signature(s)______________________________________________________
__________________________________________________________________
Please sign exactly as name appears hereon. Joint owners should
each sign. Where applicable, indicate official position or
representative capacity.
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