<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 14D-9
(Amendment No. 2)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
__________
ALLIED Life Financial Corporation
-------------------------------------
(Name of Subject Company)
ALLIED Life Financial Corporation
-------------------------------------
(Name of Person(s) Filing Statement)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
019 246 107
--------------------------
(CUSIP Number of Class of Securities)
__________
WENDELL P. CROSSER
Vice President and Treasurer
ALLIED Life Financial Corporation
701 Fifth Avenue
Des Moines, Iowa 50391-2003
(515) 280-4211
--------------------------
(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
<PAGE> 2
This amendment 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 ("Parent"),
disclosed in a Tender Offer Statement on Schedule 14D-1 dated June 10, 1998 (as
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 and the related Letter of Transmittal.
Capitalized terms used herein without separate definition are used with the
meanings specified in this Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The section of Item 8 of the Schedule 14D-9 entitled "Insurance Law Matters" is
amended by adding the following paragraph at the end thereof:
On July 24, 1998, the Company mailed to its shareholders a Statement
(the "Summary Statement") pursuant to Section 521A.3 of the Iowa Insurance Laws,
1997 Code of Iowa summarizing the contents of a Statement Regarding the
Acquisition of Control of or Merger with a Domestic Insurer on Form A (the "Form
A") which was filed with the Insurance Division of Iowa on July 22, 1998 by
Parent. A copy of the Summary Statement is attached as Exhibit 34 hereto and is
incorporated herein by reference. On July 23, 1998, the Insurance Division of
Iowa ordered that the hearing on the Form A will be held as scheduled on July
29, 1998, but will then be adjourned to and reconvened on August 31, 1998. A
copy of the Company's press release announcing the action taken by the Insurance
Division of Iowa is attached as Exhibit 35 hereto and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.34 Statement, dated July 24, 1998, pursuant to Section 521A.3 of
the Iowa Insurance Laws, 1997 Code of Iowa with respect to the
Form A.
Exhibit 99.35 Company Press Release dated July 23, 1998.
<PAGE> 3
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: August 4, 1998
ALLIED LIFE FINANCIAL CORPORATION
By: /s/ WENDELL P. CROSSER
----------------------------
Wendell P. Crosser
Vice President and Treasurer
<PAGE> 1
EXHIBIT 99.34
___________________________
STATEMENT PURSUANT TO SECTION 521A.3 OF THE IOWA INSURANCE LAWS
OF THE PROPOSED ACQUISITION OF ALLIED LIFE FINANCIAL CORPORATION
AND ALLIED LIFE INSURANCE COMPANY, ITS WHOLLY-OWNED SUBSIDIARY
___________________________
To the Shareholders of
ALLIED Life Financial Corporation:
The following information is provided pursuant to Section 521A.3 of the Iowa
Insurance Laws, 1997 Code of Iowa (the "Iowa Insurance Laws") concerning the
proposed acquisition (the "Acquisition") of Allied Life Financial Corporation,
an Iowa corporation (the "Company"), by Nationwide Mutual Insurance Company, an
Ohio mutual insurance company ("Nationwide Mutual"), and Nationwide Mutual's
wholly-owned subsidiary, Nationwide Life Acquisition Corporation, an Ohio
corporation ("Acquisition Sub"). The acquisition will be effected pursuant to
an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 3,
1998 by and among the Company, Nationwide Mutual and Acquisition Sub. The
Company owns all of the outstanding capital stock of Allied Life Insurance
Company, an Iowa domestic stock insurance company (the "Insurer").
In connection with the proposed Acquisition, on July 2, 1998, Nationwide Mutual
filed with the Insurance Division of Iowa a "Statement Regarding the
Acquisition of Control of or Merger With a Domestic Insurer" on Form A (the
"Form A Application"). In compliance with the Iowa Insurance Laws, the Company
is hereby providing to shareholders who are eligible to vote on the proposed
Acquisition a summary of such Form A Application.
THE FORM A APPLICATION CONTAINS CERTAIN SPECIFIED INFORMATION AS REQUIRED BY
SECTION 521A.3(2) OF THE IOWA INSURANCE LAWS. THE FORM A APPLICATION BY THIS
REFERENCE IS MADE A PART HEREOF. INFORMATION CONTAINED IN THE FORM A
APPLICATION IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE INSURANCE
DIVISION OF IOWA, 330 EAST MAPLE STREET, DES MOINES, IOWA 50319. THE INSURANCE
DIVISION OF IOWA REQUIRES THAT ALL VISITS TO INSPECT FILES BE SCHEDULED IN
ADVANCE BY CALLING (515) 281-4445.
STATEMENT OF FORM A APPLICATION
OF NATIONWIDE MUTUAL INSURANCE COMPANY
TO ACQUIRE ALLIED LIFE FINANCIAL CORPORATION
AND ALLIED LIFE INSURANCE COMPANY,
ITS WHOLLY-OWNED SUBSIDIARY
<PAGE> 2
Below is a statement of the information set forth in the Form A Application
filed by Nationwide Mutual in connection with the proposed Acquisition. The
information contained in this statement is based on the information set forth
in the Form A Application, and is qualified in its entirety by the Form A
Application.
ITEM 1 -- NAME AND ADDRESS OF INSURER; METHOD OF ACQUISITION
The full name and address of the Insurer is: Allied Life Insurance Company, 701
Fifth Avenue, Des Moines, Iowa 50391-2000. The Insurer is a wholly-owned stock
subsidiary of the Company. On June 3, 1998, the Company, Nationwide Mutual and
Acquisition Sub executed the Merger Agreement. Under the Merger Agreement, the
Acquisition will be accomplished through a tender offer by Acquisition Sub for
all of the outstanding voting shares of ALFC. Concurrently with the Merger
Agreement, the parties also entered into a Shareholder Agreement with Allied
Mutual Insurance Company ("Allied Mutual"), pursuant to which Allied Mutual
agreed to grant Nationwide's designees an irrevocable proxy providing for the
vote of all ALFC Common and Preferred Shares owned by Allied Mutual in favor of
the merger as described in the Merger Agreement. The result of the Acquisition
will be a change in control of the Insurer under Sections 521A(3) & (4) of the
Iowa Insurance Laws.
Attached and incorporated by reference into the Form A Application is Schedule
14D-1, which was filed by Nationwide Mutual with the Securities and Exchange
Commission in connection with the tender offer for shares of the Company.
ITEM 2 -- IDENTITY AND BACKGROUND OF THE APPLICANT
The name and address of the proposed acquiror is:
Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide is a mutual insurance company organized under Ohio law in 1925.
Nationwide Mutual and Nationwide Mutual Fire Insurance Company are mutual
insurance companies which are the controlling entities of the Nationwide
Insurance Enterprise, an affiliated group of over 100 companies that offer a
wide range of insurance and investment products and services representing
assets of $83
<PAGE> 3
billion as of December 31, 1997. Nationwide Mutual intends to continue its
present method of operation. As a mutual insurance company, Nationwide Mutual
has no shareholders.
Acquisition Sub was incorporated on May 29, 1998 for the purpose of completing
the proposed Acquisition. It is a wholly-owned stock subsidiary of Nationwide
Mutual.
The Form A Application states that a chart of subsidiaries and affiliates,
which includes states of incorporation and ownership percentages, is set forth
in an Insurance Holding Company Systems Registration Statement on Form B which
was filed by Nationwide Mutual with the Insurance Division of Iowa. Such
filing is incorporated by reference into the Form A Application.
ITEM 3 -- IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH NATIONWIDE
MUTUAL
The names and business addresses of the directors and executive officers of
Nationwide Mutual are set forth in Exhibit C to the Form A Application.
Background information for such individuals are contained in the 1997 Insurance
Holding Company Systems Registration Statement on Form B which was filed by
Nationwide Mutual with the Insurance Division of Iowa. Such filing is
incorporated by reference into the Form A Application.
As a mutual company, Nationwide Mutual has no voting securities.
ITEM 4 -- NATURE, SOURCE AND AMOUNT OF CONSIDERATION
The aggregate consideration to be paid by Acquisition Sub for common shares of
the Company, assuming 44% of such shares are tendered and purchased, is $96
million. This amount assumes such shares will be purchased at the offer price
of $30.00 per share.
The source of funds to complete the Acquisition will be cash of hand of
Acquisition Sub following a capital contribution from Nationwide Mutual.
Consideration paid to shareholders for their shares will be deposited with a
depository which will act as agent for the purpose of transmitting payments to
tendering shareholders.
The amount of consideration was determined through an evaluation of the fair
market value of shares of the Company based on publicly available information
and an appropriate premium.
ITEM 5 -- FUTURE PLANS FOR INSURER
<PAGE> 4
Nationwide Mutual stated that it has reviewed and will continue to review
various possible business strategies that might be considered when control of
ALFC and the Insurer is acquired. Except as described in the Form A
Application, Nationwide Mutual does not have any present plans to engage in any
extraordinary corporate transactions. Nationwide Mutual has agreed to enter
into a separate merger transaction with Allied Mutual. Following such
transaction the Company will be a wholly-owned subsidiary of Nationwide Mutual
and the Insurer will continue to be a wholly-owned subsidiary of the Company.
ITEM 6 -- VOTING SECURITIES TO BE ACQUIRED
Nationwide Mutual intends to cause Acquisition Sub to make a tender offer to
purchase all of the outstanding shares of common stock of the Company not
currently held by Allied Mutual at a price of $30.00 per share.
ITEM 7 -- OWNERSHIP OF VOTING SECURITIES
Other than as described in the Form A Application, particularly as described in
a Shareholder Agreement dated June 3, 1998 and attached as Exhibit B to such
Application (the "Shareholder Agreement"), neither Nationwide Mutual, its
affiliates, nor any person described in Item 3 above owns or has the right to
acquire beneficial ownership of any voting security of the Company or the
Insurer.
ITEM 8 -- CONTRACTS, AGREEMENTS, OR UNDERSTANDINGS WITH RESPECT TO VOTING
SECURITIES OF THE INSURER
Other than the Shareholder Agreement or as described in the Form A Application,
there are no agreements or arrangements with respect to voting securities of
the Company or the Insurer.
ITEM 9 -- RECENT PURCHASES OF VOTING SECURITIES
Nationwide Mutual has made no purchases of stock of the Company or the Insurer.
ITEM 10 -- RECENT RECOMMENDATIONS TO PURCHASE
There have been no recommendations to purchase voting securities of the Company
or the Insurer made by Nationwide Mutual, its affiliates or persons acting on
its behalf during the 12 calendar months preceding the filing of the Form A
Application, except as part of the negotiations and processes culminating in
the Merger Agreement.
<PAGE> 5
ITEM 11 - AGREEMENTS WITH BROKER-DEALERS
No person is entitled to broker or franchise fees in connection with the tender
offer described in Item 1 above, except that Nationwide Mutual retained, and is
solely responsible for paying, the following entities (i) Credit Suisse First
Boston Corporation; (ii) ChaseMellon Shareholder Services, L.L.C.; and (iii)
Georgeson & Company, Inc.
ITEM 12 -- FINANCIAL STATEMENTS AND EXHIBITS
Annual and Quarterly Statements of Nationwide Mutual and its non-property and
casualty insurance subsidiaries and affiliates have been filed with the
Insurance Division of Iowa as part of a separate Application on Form A filed
with by Nationwide Mutual on May 19, 1998. Such financial information is
incorporated by reference into the Form A Application.
ITEM 13 -- SIGNATURE AND CERTIFICATION
The Form A Application is signed and certified on behalf of Nationwide Mutual
by Mark B. Koogler, Vice President-Associate General Counsel.
* * * * * * * *
<PAGE> 1
EXHIBIT 99.35
FOR IMMEDIATE RELEASE
CONTACT: ALLIED Group
Donna Smith
(515) 280-4891
ALLIED LIFE ANNOUNCES THAT
ALLIED MUTUAL POSTPONES POLICYHOLDER MEETING
FROM JULY 28TH UNTIL AUGUST 26TH
DES MOINES, IOWA, JULY 24, 1998 -- ALLIED Life Financial Corporation (NASDAQ:
ALFC) announced today that the Special Meeting of ALLIED Mutual Insurance
Company policyholders scheduled for July 28, 1998 to vote on the ALLIED Mutual's
proposed merger with Nationwide Mutual Insurance Company has been postponed
until August 26, 1998. The meeting was postponed because approximately 5% of
ALLIED Mutual's policyholders did not receive proxy materials from ALLIED Mutual
due to a processing oversight.
ALLIED Mutual will mail materials announcing policyholder meeting particulars
early next week to all ALLIED Mutual Insurance Company policyholders.
Additionally, ALLIED Mutual will be mailing copies of the proxy statement dated
June 29, 1998 to those policyholders who were not provided with proxy materials
due to the processing oversight.
The Iowa Insurance Department regulatory hearing scheduled for July 29, 1998 is
a combined hearing on the proposed merger of ALLIED Mutual and Nationwide
Mutual Insurance Company and of Nationwide's acquisition of control of the
ALLIED Group, Inc. property-casualty subsidiaries and of ALLIED Life Financial
Corporation life insurance subsidiary. Because of the postponement of the
policyholder meeting until August 26, the Iowa Commissioner has issued an order
stating that at the close of the evidence at the July 29 hearing, the ALLIED
Mutual hearing will be adjourned until August 31, 1998 in order to give those
policyholders not included in the original mailing by ALLIED Mutual the
opportunity to participate in the reconvened hearing.
Nationwide's tender offer for ALLIED Life has various conditions, including
obtaining any insurance regulatory approval necessary for the merger of ALLIED
Mutual with Nationwide and the requisite vote of the ALLIED Mutual policyholders
in support of the ALLIED Mutual-Nationwide merger having been obtained.
ALLIED Life Financial Corporation is a holding company that, through its
principal subsidiary, ALLIED Life Insurance Company, underwrites, markets and
distributes life insurance and annuity products in rural and suburban areas of
the United States. Company financial information is on the Internet at
http://www.cfonews.com/alfc.
# # #
[ALFC boilerplate]
