SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __) [1]
ALLIED Life Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
019246107
(CUSIP Number)
Philo Smith, 2950 Summer Street
Stamford, Connecticut 06905 (203) 348-7365
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following pages)
Page 1 of 12 Pages
____________________
[1] The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 019246107 13D Page 2 of 12 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith
2 Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds*
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
United States citizen
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
232,600
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
232,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
232,600
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5%
14 Type Of Reporting Person*
IN
* See Instructions Before Filling Out!
<PAGE>
CUSIP No. 019246107 13D Page 3 of 12 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith & Co., Inc.
2 Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds*
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
130,000
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
130,000
11 Aggregate Amount Beneficially Owned By Each Reporting Person
130,000
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.8%
14 Type Of Reporting Person*
CO
* See Instructions Before Filling Out!
<PAGE>
CUSIP No. 019246107 13D Page 4 of 12 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Partners Limited Partnership - 06-0921598
2 Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds*
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
130,000
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
130,000
11 Aggregate Amount Beneficially Owned By Each Reporting Person
130,000
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.8%
14 Type Of Reporting Person*
PN
* See Instructions Before Filling Out!
<PAGE>
CUSIP No. 019246107 13D Page 5 of 12 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Fund Limited
2 Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds*
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Bermuda
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
102,600
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
102,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
102,600
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.2%
14 Type Of Reporting Person*
IV
* See Instructions Before Filling Out!
<PAGE>
CUSIP No. 019246107 13D Page 6 of 12 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith Capital Corporation
2 Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds*
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
102,600
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
102,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
102,600
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.2%
14 Type Of Reporting Person*
CO
* See Instructions Before Filling Out!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D is filed with respect to the common stock of
ALLIED Life Financial Corporation ("Allied"), 701 Fifth Avenue, Des
Moines, Iowa 50391.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Philo Smith, Philo Smith & Co., Inc.,
PSCO Partners Limited Partnership, PSCO Fund Limited and Philo Smith
Capital Corporation.
PSCO Partners Limited Partnership ("PSCO Partners") is a Connecticut
limited partnership located at 2950 Summer Street, Stamford,
Connecticut 06905. It is an investment partnership. Its General
Partners are Philo Smith, an individual, and Philo Smith & Co.,
Inc., a Connecticut corporation (the "Company"), both located at
2950 Summer Street, Stamford, Connecticut 06905. The principal
occupation of Philo Smith is to provide financial advisory services.
The principal business of the Company is to engage in corporate
finance activities, to act as General Partner of PSCO Partners, and
to publish a monthly journal concerning the insurance industry.
The directors of the Company are Philo Smith, James E. Inglis, 2950
Summer Street, Stamford, Connecticut 06905, whose principal
occupation is acting as Vice President, Treasurer and Secretary of
the Company, James A. Amen, 2950 Summer Street, Stamford,
Connecticut 06905, whose principal occupation is acting as Vice
President of the Company, and George M. Whitmore, Jr., 4 Cedarwood
Drive, Greenwich, Connecticut 06830, a self-employed management
consultant. The officers are Philo Smith, President, James E.
Inglis, Vice President, Treasurer and Secretary, and James A. Amen,
Vice President.
PSCO Fund Limited is an open-end investment company incorporated in
Bermuda and located at 6 Front Street, Hamilton 11, Bermuda. The
principal business of PSCO Fund Limited is investment management.
The directors of PSCO Fund Limited are Philo Smith, Dr. Ernst
Baumgartner, employed by DUNA INVEST, 1010 Wien, Salztorgasse 5/2,
Austria, Frank N.C. Lochan, Senior Vice President, Trilon Financial
Corporation, BCE Place, 181 Bay Street, P.O. Box 771, Suite 4420,
Toronto, Ontario, Canada M5J 2T3, John C.R. Collis, partner,
Conyers, Dill & Pearman, Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda, and David T. Smith, Senior Manager, Corporate Trust,
The Bank of Bermuda Limited, Bank of Bermuda Building, 6 Front
Street, Hamilton HM 11, Bermuda. The officers of PSCO Fund Limited
are Frank N.C. Lochan, Chairman and President, and David T. Smith,
Vice President and Secretary.
Page 7 of 12 Pages
<PAGE>
The investment advisor for PSCO Fund Limited is Philo Smith Capital
Corporation, a Connecticut corporation ("Capital"), located at 2950
Summer Street, Stamford, Connecticut, 06905. The principal business
of Capital is investment management and corporate finance. The
directors of Capital are Philo Smith, James E. Inglis, James A.
Amen, and George M. Whitmore, Jr. The officers of Capital are Philo
Smith, President, James E. Inglis, Vice President, Treasurer and
Secretary, and James A. Amen, Vice President.
None of the reporting persons nor any of the other persons
identified in this item has been convicted, during the past five
years, in a criminal proceeding (excluding traffic violations or
similar misdemeanors). None, during the past five years, has been a
party to a civil proceeding resulting in a judgment, decree or final
order relating to securities laws. Each natural person identified
above is a U.S. citizen except for Frank N.C. Lochan, a Canadian
citizen, Dr. Ernst Baumgartner, an Austrian citizen and John C.R.
Collis and David T. Smith, both of whom are British citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The amount of funds expended for the shares of common stock of
Allied held by PSCO Partners was approximately $2,205,374 (including
commissions). PSCO Partners used cash available to it for such
purchases, and no borrowed funds were involved.
The amount of funds expended for the shares of common stock of
Allied held by PSCO Fund Limited was approximately $1,727,765
(including commissions). PSCO Fund Limited used cash available to
it for such purchases, and no borrowed funds were involved.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchases by the reporting persons has been to
acquire shares for investment. Philo Smith, the Company, PSCO
Partners, PSCO Fund Limited and Capital may purchase additional
shares of Allied, from time to time, depending upon price, market
conditions, availability of funds, evaluation of alternative
investments and other factors. Although none of these persons has a
present intention to sell the shares anticipated to be acquired, one
or all of them might determine to sell some or all of such shares
based upon need for funds, price, and similar factors.
Page 8 of 12
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
PSCO Partners owns 130,000 shares of Allied common stock, or
approximately 2.8% of the outstanding shares of that class. PSCO
Fund Limited owns 102,600 shares of Allied common stock, or
approximately 2.2% of the outstanding shares of that class.
Philo Smith and the Company share voting and investment power with
respect to shares held by PSCO Partners. Philo Smith and Capital
share voting and investment power with respect to shares held by
PSCO Fund Limited.
With respect to shares held by PSCO Partners and PSCO Fund Limited,
no person other than the holder has the right or power to receive
dividends from, or proceeds from the sale of, shares of Allied.
By virtue of the investment and voting arrangement described above,
Philo Smith and the Company beneficially own 130,000 shares of the
common stock of Allied, or approximately 2.8% of the outstanding,
held by PSCO Partners, and Philo Smith and Capital beneficially own
102,600 shares of the common stock of Allied, or approximately 2.2%
of the outstanding, held by PSCO Fund Limited.
In the past sixty days, PSCO Partners has effected the following
transaction in the common stock of Allied, which was a sale through
a normal brokerage transaction in the over-the-counter market:
Trade Date Number of Shares Price
2/08/96 100,900 17 1/8
In the past sixty days, PSCO Fund Limited has effected the following
transactions in the common stock of Allied, each a sale through a
normal brokerage transaction in the over-the-counter market:
Trade Date Number of Shares Price
1/30/96 2,500 17 3/8
2/08/96 43,400 17 1/8
Each filing party disclaims membership with any other filing party
in a "group", as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 and the rules promulgated
thereunder. PSCO Partners and PSCO Fund Limited own their
respective shares of Allied separately from each other. Although
they have a common investment advisor, from whom each takes its
name, and common investment goals, PSCO Partners and PSCO Fund
Limited have no agreement or understanding for concerted action in
acquiring, holding or disposing of shares of the common stock of
Allied.
Page 9 of 12
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Apart from the agreements and relationship described above in this
Schedule and the agreements between (a) the Company and PSCO
Partners and (b) Capital and PSCO Fund Limited, there is no
contract, arrangement, understanding or relationship among Philo
Smith, the Company, PSCO Partners, PSCO Fund Limited, and Capital,
nor between those parties collectively and any other person, with
respect to the common stock of Allied.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Consent to joint filing.
Page 10 of 12 Pages
<PAGE>
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 this 1st day of April, 1996.
/s/ Philo Smith
Philo Smith
PHILO SMITH & CO., INC.
By: /s/ Philo Smith
Philo Smith, President
PSCO PARTNERS LIMITED PARTNERSHIP
By: /s/ Philo Smith
Philo Smith, General Partner
PSCO FUND LIMITED
By: /s/ Philo Smith
Philo Smith, General Manager
PHILO SMITH CAPITAL CORPORATION
By: /s/ Philo Smith
Philo Smith, President
Page 11 of 12 Pages
<PAGE>
CONSENT TO JOINT FILING
The undersigned agree and confirm that the Schedule 13D with respect to
the common stock of ALLIED Life Financial Corporation, to which this consent
is attached as an exhibit is, and subsequent amendments thereof will be, filed
on behalf of each of the undersigned.
Dated this 1st day of April, 1996.
/s/ Philo Smith
Philo Smith
PHILO SMITH & CO., INC.
By: /s/ Philo Smith
Philo Smith, President
PSCO PARTNERS LIMITED PARTNERSHIP
By: /s/ Philo Smith
Philo Smith, General Partner
PSCO FUND LIMITED
By: /s/ Philo Smith
Philo Smith, General Manager
PHILO SMITH CAPITAL CORPORATION
By: /s/ Philo Smith
Philo Smith, President
Page 12 of 12 Pages
[L250895.2]
