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DRAFT 10/8/98
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 1998
ALLIED LIFE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Iowa 0-22404 42-1406716
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(State or other jurisdiction (Commission File Number) (IRS Employer)
of incorporation) Identification No.
701 Fifth Avenue, Des Moines, Iowa 50391-2003
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 280-4211
N/A
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 1, 1998, Nationwide Mutual Insurance Company, an Ohio mutual
insurance company ("Nationwide"), acquired 33.3% of the outstanding shares of
common stock, without par value ("Common Stock"), of ALLIED Life Financial
Corporation, an Iowa corporation (the "Company"), and 100% of the outstanding
shares of 6.75% Series Preferred Stock of the Company as a result of the merger
(the "Mutual Merger") of ALLIED Mutual Insurance Company, and Iowa mutual
insurance company ("ALLIED Mutual"), with and into Nationwide in accordance
with the terms of an Agreement and Plan of Merger between ALLIED Mutual and
Nationwide dated as of June 3, 1998.
Also on October 1, 1998, Nationwide Life Acquisition Corporation, an
Ohio corporation and wholly owned subsidiary of Nationwide ("Nationwide Sub"),
consummated its tender offer for shares of Common Stock and thereby acquired
65.7% of the outstanding shares of Common Stock. Nationwide Sub used funds
provided by Nationwide from Nationwide's general corporate fund to purchase the
shares. Following the consummation of the tender offer and the Mutual Merger,
Nationwide and Nationwide Sub collectively beneficially own 99% of the
outstanding Common Stock and 100% of the outstanding shares of 6.75% Series
Preferred Stock of the Company.
In accordance with the Agreement and Plan of Merger by and among
Nationwide, Nationwide Sub, and the Company dated as of June 3, 1998 (the
"Merger Agreement"), certain members of the Board of Directors of the Company
resigned and 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 (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.
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Effective October 1, 1998, the Board members are as follows:
Continuing Directors:
Dennis H. Kelly, Jr.
George D. Milligan
Directors Designated by Nationwide:
Douglas L. Andersen
Keith W. Eckel
Charles L. Fuellgraf, Jr.
Joseph J. Gasper
Dimon R. McFerson
David O. Miller (Chairman)
James F. Patterson
Arden L. Shisler
Samuel J. Wells
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of June 3, 1998 among
Nationwide, Nationwide Sub and the Company (incorporated by
reference to Exhibit 37 to the Solicitation/Recommendation
Statement on Schedule 14D-9/A filed by ALLIED Group, Inc., an
Iowa corporation, with the SEC on June 4, 1998 (the "ALLIED
Group 14D-9/A").
2.2 Amendment to Agreement and Plan of Merger, dated August 31,
1998, by and among Nationwide, Nationwide Sub and the Company
(incorporated by reference to Exhibit (c)(6) to Nationwide
Sub's Tender Offer Statement on Schedule 14D-1 dated June 10,
1998, as amended).
2.3 Agreement and Plan of Merger dated as of June 3, 1998 between
Nationwide and ALLIED Mutual (incorporated by reference to
Exhibit 36 to the ALLIED Group 14D-9/A).
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SIGNATURE
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 LIFE FINANCIAL CORPORATION
Date: October 9, 1998 By: WENDELL P. CROSSER
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Wendell P. Crosser
Vice President and Treasurer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of June 3, 1998 among Nationwide,
Nationwide Sub and the Company (incorporated by reference to Exhibit 37
to the Solicitation/Recommendation Statement on Schedule 14D-9/A filed
by ALLIED Group, Inc., an Iowa corporation, with the SEC on June 4,
1998 (the "ALLIED Group 14D-9/A").
2.2 Amendment to Agreement and Plan of Merger, dated August 31, 1998, by
and among Nationwide, Nationwide Sub and the Company (incorporated by
reference to Exhibit (c)(6) to Nationwide Sub's Tender Offer Statement
on Schedule 14D-1 dated June 10, 1998, as amended).
2.3 Agreement and Plan of Merger dated as of June 3, 1998 between
Nationwide and ALLIED Mutual (incorporated by reference to Exhibit 36
to the ALLIED Group 14D-9/A).
