-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LanB0YtJNZsuvnlLhaE0prRWfpvhYgeUL7AvX4PRwmJkIFbjJvro2laI3AoA1BBR BQu08R3Puj3hlIjXYhxVYA== 0000950152-98-007114.txt : 19980831 0000950152-98-007114.hdr.sgml : 19980831 ACCESSION NUMBER: 0000950152-98-007114 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980828 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED GROUP INC CENTRAL INDEX KEY: 0000774624 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 420958655 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-41078 FILM NUMBER: 98699729 BUSINESS ADDRESS: STREET 1: 701 FIFTH AVE CITY: DES MOINES STATE: IA ZIP: 50391-2000 BUSINESS PHONE: 5152804211 MAIL ADDRESS: STREET 1: 701 5TH AVENUE CITY: DES MOINES STATE: IA ZIP: 50391-2000 FORMER COMPANY: FORMER CONFORMED NAME: AID CORP DATE OF NAME CHANGE: 19870519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONWIDE MUTUAL INSURANCE CO CENTRAL INDEX KEY: 0000315099 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE NATIONWIDE ENTERPRISE CITY: COLUMBUS STATE: OH ZIP: 43125 BUSINESS PHONE: 6142497111 MAIL ADDRESS: STREET 1: ONE NATIONWIDE ENTERPRISE CITY: COLUMBUS STATE: OH ZIP: 43215 SC 14D1/A 1 ALLIED GROUP, INC./ NATIONWIDE 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 9) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ALLIED GROUP, INC. (NAME OF SUBJECT COMPANY) NATIONWIDE GROUP ACQUISITION CORPORATION NATIONWIDE MUTUAL INSURANCE COMPANY (Bidders) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 019220102 (CUSIP Number of Class of Securities) W. SIDNEY DRUEN SENIOR VICE PRESIDENT AND GENERAL COUNSEL NATIONWIDE MUTUAL INSURANCE COMPANY ONE NATIONWIDE PLAZA COLUMBUS, OHIO 43215 TELEPHONE: (614) 249-7111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) WITH A COPY TO: ERIC M. FOGEL, ESQ. HAROLD W. NATIONS, ESQ. HOLLEB & COFF 55 E. MONROE STREET, SUITE 4100 CHICAGO, ILLINOIS 60603 TELEPHONE: (312) 807-4600 2 This Amendment No. 9 amends and supplements the Tender Offer Statement on Schedule 14D-1 initially filed on May 19, 1998 (as amended, the "Schedule 14D-1") with the Securities and Exchange Commission by Nationwide Group Acquisition Corporation ("Purchaser"), an Ohio corporation and a wholly owned subsidiary of Nationwide Mutual Insurance Company ("Parent"), an Ohio mutual insurance company, to purchase all outstanding shares of common stock, no par value (the "Common Shares"), of Allied Group, Inc., an Iowa corporation, at a price of $48.25 per Common Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 19, 1998 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto, dated June 10, 1998 (the "Supplement") and the revised Letter of Transmittal (which, together with any amendments or supplements thereto, constitutes the "Offer"). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase, the Supplement or the Schedule 14D-1. 3 ITEM 10. ADDITIONAL INFORMATION. The information set forth in Schedule 14D-1 is hereby amended and supplemented by the following information: On August 28, 1998, Parent announced that it was extending the expiration date of the Offer to 5:00 p.m., New York City time, on Wednesday, September 30, 1998, unless the Offer is further extended. As of the close of business on August 27, 1998, approximately 8,697,195 Common Shares had been tendered pursuant to the Offer. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(40) Text of Press Release issued by Nationwide Mutual Insurance Company on August 28, 1998. 4 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 28, 1998 NATIONWIDE MUTUAL INSURANCE COMPANY By: /s/ David A. Diamond ------------------------------- Name: David A. Diamond Title: Vice President - Enterprise Controller NATIONWIDE GROUP ACQUISITION CORPORATION By: /s/ Mark B. Koogler ------------------------------- Name: Mark B. Koogler Title: Vice President - Associate General Counsel 5 EXHIBIT INDEX (a)(40) Text of Press Release issued by Nationwide Mutual Insurance Company on August 28, 1998. EX-99.A.16 2 EXHIBIT 99(A)(16) 1 Exhibit (a)(40) CONTACT: David Tager, 212-521-5208 Powell Tate Gerard Carney, 212-521-5233 Powell Tate John Millen, 614-249-6348 Nationwide Insurance FOR IMMEDIATE RELEASE NATIONWIDE EXTENDS TENDER OFFER DEADLINE FOR ALLIED GROUP, INC. COLUMBUS, OHIO, AUGUST 28, 1998 - Nationwide Mutual Insurance Company announced today that it is extending until 5 p.m., New York City time, on Wednesday, September 30, 1998, its cash tender offer to buy all outstanding shares of common stock of ALLIED Group, Inc., of Des Moines, Iowa, at a price of $48.25 per share. The offer is being extended solely to allow additional time for the completion of the approval process by state regulators. The offer became effective on Tuesday, May 19, 1998, and was scheduled to expire at 5 p.m., New York City time, on Monday, August 31, 1998. The offer is being made through a wholly owned subsidiary of Nationwide. As of the close of business on Thursday, August 27, 1998, approximately 8,697,195 shares of common stock of ALLIED Group, Inc. had been tendered to Nationwide under the terms of the offer. The dealer manager and financial advisor for the offer is Credit Suisse First Boston Corporation. Georgeson & Company Inc. is the information agent. For more information, call 1-800-223-2064 or visit Georgeson's web site at www.georgeson.com. The $93 billion Nationwide Insurance Enterprise, based in Columbus, Ohio, is one of the country's largest diversified insurance and financial services organizations and a Fortune 500 company. Nationwide is the country's fourth-largest auto insurer and fifth-largest homeowners insurer. # # # -----END PRIVACY-ENHANCED MESSAGE-----