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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
(Amendment No. 4)
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:
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 10,
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 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 the subsection entitled "Insurance Law
Matters":
On September 11, 1998, Parent received regulatory approval
from the Iowa Insurance Commissioner for Parent's acquisition of control of the
Company. On September 23, 1998, Parent received regulatory approval from the
Ohio Insurance Commissioner for the Mutual Merger.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 37. Company Press Release dated September 14, 1998.
Exhibit 38. Company Employee Communication dated September
23, 1998, relating to certain aspects of the Offer
and Merger.
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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: September 28, 1998
ALLIED LIFE FINANCIAL CORPORATION
By:
Wendell P. Crosser
Vice President and Treasurer
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Exhibit 37
FOR IMMEDIATE RELEASE
CONTACT: ALLIED Group
Donna Smith
(515) 280-4891
ALLIED LIFE ANNOUNCES IOWA REGULATORY APPROVAL
DES MOINES, IOWA, SEPTEMBER 14, 1998 -- ALLIED Life Financial Corporation
(NASDAQ: ALFC) announced today that on September 11, 1998, Nationwide Mutual
Insurance Company received regulatory approval from the Iowa Insurance
Commissioner approving Nationwide's acquisition of control of ALLIED Life
Insurance Company. In addition, on August 26, 1998, the ALLIED Mutual Insurance
Company policyholders approved the merger between ALLIED Mutual Insurance
Company and Nationwide.
"We are extremely pleased that all the regulatory hurdles have been cleared and
look forward to completing the transaction with Nationwide," said Samuel J.
Wells, President. Nationwide announced on August 28, 1998 that it has extended
until September 30, 1998, its cash tender offer to buy all outstanding shares
of common stock of ALLIED Life Financial Corporation.
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/slfc.
# # #
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Exhibit 38
ALLIED LIFE
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ALLIED
GROUP
INSURANCE
UPDATE
Merger information for ALLIED Life employees September 23, 1998
Nationwide's news about the extra week of pay that employees will receive
this year is an example of identifying two issues -- rewarding ALLIED employees
and adjusting to Nationwide's pay schedule -- and coming up with an excellent
resolution. I'm very pleased with their program.
We have another program prepared which will help retain valuable employees
in the company even if, as a result of the merger, their jobs are significantly
changed or even eliminated. After discussion with several managers at
Nationwide, I am confident there will be a minimum of jobs redesigned, but there
are a few areas of overlap between Des Moines operations and those in Columbus.
We have a program ready for those situations so we can reallocate people's
skills within the organization. That program is discussed in today's Update. My
thanks to input from Chuck McDonald, Kerry Funke, Jean Neibergall, Angie Koppen,
Jim Burke and Mark Elming for their views on how we can reallocate skills and
provide enhanced opportunities for people.
-- Marla Franklin, VP Human Resources
DIRECTING HARRIS BANK TO TENDER YOUR SHARES
We have received several questions about tender instructions for Employee Stock
Purchase Plan (ESPP) shares and Dividend Reinvestment and Stock Purchase Plan
(DPR) shares. Since Harris Trust and Savings Bank is the administrator for both
plans, Harris created one form which could be used to tender ESPP and/or DRP
shares (called the "Instructions with Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock of ALLIED Life Financial Corporation'').
If you inserted the word "ALL" in the box which asked for the number of shares
to be tendered, Harris Trust and Savings Bank will tender all of your ESPP
shares and DRP shares -- it is not necessary to complete one form for ESPP and
another form for DRP. If you have any questions about whether you have tendered
all of your ESPP and/or DRP shares, call Harris Trust and Savings Bank at
800-323-6583.
IF YOU HOLD SHARES OF ALLIED LIFE FINANCIAL CORPORATION COMMON STOCK
ON MERGER DATE
If you still hold shares of ALLIED Life Financial common stock on the effective
date of the merger (you decided not to tender your shares in Nationwide's
tender offer, currently scheduled to expire on September 30, 1998, or you hold
restricted stock that may not be tendered), when the merger becomes effective,
your shares will be cancelled and (provided you have not effectively exercised
dissenter's rights to appraisal) you will be entitled to receive the $30.00 per
share price. After the merger is effective, Nationwide will obtain a list of
those people who are still stockholders and mail to them a Letter of
Transmittal containing instructions for its completion and return, with your
stock certificates attached, to Nationwide's agent, ChaseMellon, to the address
on the envelope. After receipt and review to confirm it has been properly
completed, ChaseMellon will issue you a check for your shares. While the exact
timing of the merger is not certain, it could be as long as several months
after the closing of the tender offer.
The bottom line is that if you don't tender, you will get your money later
rather than sooner and without interest. ALLIED encourages its shareholders to
tender their shares to Nationwide.
Q: Now that approval has been received from both the Iowa and Arizona
Insurance Departments, it is my understanding that the only two conditions
to the merger remaining are approval by the Ohio Insurance Department and
dismissal of the lawsuit filed against ALLIED. Is this accurate? If so,
what is a possible date (ball park figure) for the Change in Control?
A: All regulatory conditions have been satisfied to complete the tender
offers for ALLIED Group, Inc. and ALLIED Life Financial Corporation. After
the expiration of the tender offer period (5 p.m. New York time on
September 30, 1998), it is anticipated that Nationwide will accept the
tendered shares and that the tender offer will close. Therefore, unless
strange and unforeseen circumstances occur, the Change in Control date is
expected to be September 30, 1998. Regulatory approval by the Ohio
Department of Insurance was a necessary condition prior to closing the
ALLIED Mutual merger, and was received 9-23-98. Dismissal of any lawsuit is
not a condition of the merger.
Q: There have been constant references in previous Updates to using a
financial advisor or tax consultant. Does this apply to everyone even if
they only plan to take out a small sum of cash?
A: Termination of a plan and distribution of assets is a very unusual
occurrence. The financial situation, ESPP share sale (if you had ESPP
shares), ESOP and 401(k) decisions, and tax consequences to each of
ALLIED's 3,000 employees cannot be assessed and described in general terms
in the Update. The ESPP withholding and tax consequences are particularly
complicated as outlined in the Special Edition Update of 9-17. Unless you
fully understand the Special Edition you probably need a tax advisor's
assistance with the ESPP distribution.
Any time an employee chooses to take some of either the ESOP of ALLIED
401(k) distribution in cash, there will be 20% federal withholding and the
required minimum state withholding. The problem is that any cash you take
will be added to your taxable income for the year in which it is received.
It is possible you will end up in a higher tax bracket and end up owing
more tax than the 20% federal tax that was withheld. The distribution may
also be subject to an additional 10% penalty. A tax or financial consultant
can assist you in determining whether a cash distribution is the right
choice for you.
If you are receiving an ESOP or ALLIED 401(k) distribution that you plan to
roll over, you don't have to worry about tax consequences if you roll into
a tax qualified plan. However, you must address where to roll your
account and what to invest in. A financial advisor can assist you in making
these decisions.
As previously announced in the Update of 9-16-98, Nationwide will offer you
financial planning and tax services at no cost through KPMG Peat Marwick.
It is entirely your choice whether you take advantage of the KPMG Peat
Marwick financial services, hire some other tax or financial advisor, or
make your own decisions. The situation of each employee is different and
your unique situation may require expertise that you do not have.
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TRANSITION NEWS
Q: Are employees allowed to roll part of the ESOP into an Education IRA?
A: No. When Congress created the Education IRA, it did not provide for
rollover distributions from an ESOP.
However, under certain circumstances, employees can use the money in a
regular IRA to pay higher education expenses without being subject to the
10% penalty tax for early distributions. The distribution would remain
subject to income taxes, however. Qualified higher education expenses
include tuition, fees, books, supplies and equipment needed for education
furnished by an educational institution to any of the following
individuals: An employee, an employee's spouse, or the child or grandchild
of an employee or employee's spouse. Such expenses also include room and
board if the student is attending school at least half-time. The amount
eligible for distribution without penalty is reduced by any scholarship,
financial aid, or gift earmarked for educational purposes. Of course, the
amount distributed without penalty cannot exceed the amount of expenses
actually paid.
In order to ensure that you receive the funds without-penalty, you should
consult your tax advisor because the rules are complex.
Q: In the Update of 9-9-98 there was a reference to an accidental death policy
that was issued to all full time Iowa employees in December of 1997. Why
didn't the employees outside of Iowa receive a similar benefit? Will this
policy be continued for employees following the merger?
A: An expansion of the accidental death plan to employees outside of Iowa was
in the works when the Nationwide merger was initiated. The plan, written
through ALLIED Mutual, will now terminate in December.
EXTRA WEEK'S PAY
As announced by Nationwide, ALLIED employees will receive an extra week's
pay because of the merger. ALLIED will pay its usual payroll for the two-week
pay period ending 12-18-98 on Monday, December 21, 1998. The next regular pay
day for full-time employees would have been 1-4-99 for work through 1-1-99.
Instead, ALLIED will pay for the week of 12-19 through 12-26 plus an additional
one week's pay (to a limit of $1,000.00) from Nationwide. That check will be
paid on 12-30-98.
Part-time employees, paid on Monday, December 21, 1998 for the two-week pay
period ending 12-11-98 will receive their regular two-week check on 12-30-98
instead of 1-4-98. In addition, part-time employees will receive $200.00 in
transition pay in the 12-30-98 check. Pay for the period 12-27-98 through 1-9-99
will be made on 1-15-99 through Nationwide's payroll system. Future paychecks
will be received every other Friday from the Nationwide payroll system.
The $100 cash Christmas gift paid in the past will not be distributed this
December.
PURCHASED VACATION PROGRAM ENDS
ALLIED's Purchased Vacation Program will end effective 12-26-98. All
employees with purchased vacation will receive separate explanatory memos and
are encouraged to sell it back now to avoid end of the year complications in
ending this program.
SAVINGS BONDS PROGRAM ENDS
ALLIED's U.S. Savings Bond plan will be discontinued effective November 1,
1998. Bonds or refunds will be delivered before year end.
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EMPLOYMENT TRANSITION PROGRAM
Even before ALLIED began discussions with Nationwide regarding business
plans, we knew that we would need to continue our growth. We also recognized
that it was quite possible we could have some duplications of jobs between Des
Moines and Columbus; we just didn't know what they would be. We combined those
two thoughts into an employment transition program so that, if a job were to be
eliminated or significantly changed, the affected employee and ALLIED would have
an opportunity to stay together.
The program includes an "internal career center" with skill assessment
tools, training programs, interviews, and job development opportunities. As we
continue to identify opportunities within the organization, such opportunities
will be presented to participants in the program. Our goal is to place people in
positions at which they can be successful. What if we ask a person to accept an
internal position for which they have no interest? If it's not a good match for
their skills, pay level and career plans, we'll keep looking for other
possibilities. What if we don't find a good match? That's hard to imagine, given
the variety of opportunities we have and the abilities of most employees, but
the severance program announced in an earlier Update would apply. If you
remember, it would pay a minimum of three months' pay for any eligible
termination which occurred within one year after the Change in Control date plus
a weeks' pay for every year of employment with the Company.
We're not focusing on people leaving the company; we want to focus on
keeping the fine people we already have. Most of us won't be participating in
the employment transition program, but for those who will, we think we have an
excellent transition program in place.
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