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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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)
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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
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING)
WITH COPIES TO:
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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 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 (the "Purchaser") 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 (which
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Capitalized terms used but not defined herein shall have the meanings
specified in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND
Item 3 of the Schedule 14D-9 is hereby amended and supplemented by inserting the
following paragraph at the end of the Section entitled "The Merger Agreement".
On August 31, 1998, Parent, the Purchaser and the Company entered into
Amendment to the Agreement and Plan of Merger in order to, among other things,
restate Section 2.4 of the Merger Agreement which deals with the Articles of
Incorporation and By-Laws in effect after the Merger. A copy of the Amendment to
the Agreement and Plan of Merger is filed as Exhibit 36 hereto and is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by inserting the
following paragraph at the end of such Item:
On August 26, 1998, the policyholders of ALLIED Mutual voted in support of
the Mutual Merger and thereby satisfied a condition to the Offer.
Parent and the Purchaser have extended the expiration date of the Offer
until 5:00 p.m. (New York City time) on Wednesday, September 30, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 36. Amendment to Agreement and Plan of Merger, dated August
31, 1998, by and among Parent, the Purchaser and the
Company (incorporated by reference to Exhibit (c)(6) to
the Schedule 14D-1).
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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.
ALLIED Life Financial Corporation
By: /s/ WENDELL P. CROSSER
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Wendell P. Crosser
Vice President and Treasurer
Dated: September 4, 1998
