UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report October 1, 1998
(Date of earliest event reported)
ALLIED Group, Inc.
(Exact name of registrant as specified in its chapter)
Iowa 0-14243 42-0958655
(State of other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) Fine Number) Identification No.)
701 Fifth Avenue, Des Moines, Iowa 50391-2000
(Address of principal executive offices) (Zip Code)
515-280-4211
(Registrant's telephone number including area code)
The total number of pages contained herein is 3.
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Item 1. Changes in Control of Registrant.
On October 1, 1998, Nationwide Group Acquisition Corporation ("Nationwide Sub")
consummated its tender offer for shares of Common Stock, without par value, of
ALLIED Group, Inc. (the "Company") and acquired 28,040,039 shares of Common
Stock for $48.25 per share in cash. Nationwide Sub used funds provided by its
parent, Nationwide Mutual Insurance Company ("Nationwide"), from Nationwide's
general corporate funds to purchase the shares. Following the consummation of
the tender offer, Nationwide beneficially owns 92.7% of the outstanding Common
Stock. Upon such consummation, and in accordance with the Agreement and Plan of
Merger by and among Nationwide, Nationwide Sub, and the Company dated June 3,
1998 (the "Merger Agreement"), certain members of the Board of Directors of the
Company resigned and seven new members designated by Nationwide were elected.
The Merger Agreement provides that promptly upon the acceptance for payment of
common shares pursuant to the tender offer, Nationwide is entitled to designate
such number of directors on the Board of Directors of the Company and each of
its subsidiaries as will give Nationwide a majority of such directors and a
majority of directors on each committee of the Board. The Merger Agreement
further provides that until the consummation of the merger of Nationwide Sub
into and with the Company, the Company's Board of Directors shall have at least
two directors who were directors on the date of the Merger Agreement and who are
not officers of the Company. Prior to consummation of the Merger, the
affirmative vote of a majority of such independent directors then in office is
required for the Company to amend or terminate the Merger Agreement, exercise or
waive any of the Company's rights or remedies under the Merger Agreement or
extend the time for performance by Nationwide or Nationwide Sub of its
obligations under the Merger Agreement. Effective October 1, 1998, the Board
members were as follows:
Continuing Directors: Directors Designated by Nationwide:
Douglas L. Andersen Richard Crabtree
Charles I. Colby Keith W. Eckel
Richard O. Jacobson Charles L. Fuellgraf, Jr.
Dimon R. McFerson
David O. Miller
James F. Patterson
Arden L. Shisler (Chairman)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLIED Group, Inc.
(Registrant)
/s/ Jamie H. Shaffer
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Jamie H. Shaffer, Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Date: October 13, 1998
