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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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ALLIED Life Financial Corporation
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(Name of Subject Company)
ALLIED Life Financial Corporation
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(Name of Person(s) Filing Statement)
Common Stock, No Par Value
(Title of Class of Securities)
019 246 107
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(CUSIP Number of Class of Securities)
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WENDELL P. CROSSER
Vice President and Treasurer
ALLIED Life Financial Corporation
701 Fifth Avenue
Des Moines, Iowa 50391-2003
(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 copies to:
GEORGE T. OLESON, ESQ. RICHARD G. CLEMENS, ESQ.
Vice President and Corporate Counsel Sidley & Austin
ALLIED Life Financial Corporation One First National Plaza
701 Fifth Avenue Chicago, Illinois 60603
Des Moines, Iowa 50391-2003 (312) 853-7000
(515) 280-4211
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This amendment ("Amendment No. 1") 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 Life Financial
Corporation, an Iowa corporation (the "Company"), with respect to the tender
offer by Nationwide Life Acquisition Corporation, an Ohio corporation and a
wholly owned subsidiary of Nationwide Mutual Insurance Company, an Ohio mutual
insurance Company, disclosed in a Tender Offer Statement on Schedule 14D-1
dated June 10, 1998 (as the same may be amended from time to time, the
"Schedule 14D-1"), to purchase all of the outstanding shares (the "Shares") of
the common stock, no par value, of the Company, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated June 10, 1998.
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 "Pending Litigation" is
amended by adding the following paragraph at the end thereof:
On July 16, 1998, a hearing was held before the Iowa District Court in and
for Polk County, Iowa, with respect to the motion of Mary M. Rieff for
temporary and permanent injunctive relief. On July 17, 1998, the Iowa District
Court in and for Polk County, Iowa, ordered that the plaintiff's motion for
temporary and permanent injunctive relief be denied. A copy of the Company's
press release announcing the Court's decision is attached as Exhibit 33 hereto
and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 33 . . . . Company Press Release dated July 17, 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 20, 1998
ALLIED LIFE FINANCIAL CORPORATION
By: /s/ WENDELL P. CROSSER
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Wendell P. Crosser
Vice President and Treasurer
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EXHIBIT 99.33
For further information contact:
Joel Frank / Dan Katcher
Abernathy MacGregor Frank
(212) 371-5999
FOR IMMEDIATE RELEASE
FRIDAY, JULY 17, 1998
ALLIED LIFE APPLAUDS FAVORABLE COURT RULING
DES MOINES, JULY 17, 1998 -- ALLIED Life Financial Corporation, (NASDAQ:ALFC)
applauded the favorable ruling received today by ALLIED Mutual Insurance
Company in Iowa District Court for Polk County in the litigation Rieff vs.
Evans, et al. The Court ruled it will not grant plaintiff's motion to stop the
proposed merger of ALLIED Mutual Insurance Company with Nationwide Mutual
Insurance Company.
"We are pleased with the Court ruling. We believe that ALLIED Mutual's Board
of Directors acted appropriately in negotiating a merger agreement with
Nationwide that the Board believes is in the best interest of policyholders,"
said Sam Wells, President of ALLIED Life Financial Corporation, adding "our
merger process is moving forward and we look forward to ALLIED Mutual's Special
Meeting of Policyholders scheduled to be held on July 28, 1998 and to the
public hearing scheduled to be held on July 29, 1998 before the Iowa
Commissioner of Insurance and the Attorney General."
In permitting the merger to proceed, the Court stated no evidence was presented
that the proposed merger is not in the best interest of ALLIED Mutual's
policyholders.
[ALFC boilerplate]
