-----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, LEqMPeK29TWE9DQkVtaJoGuu3O/Oz0cSuIpGSz6s9fAgqtHPH/kQ1Yw813NqJRTE Iu0b80Tv71V28l6yuGioyg== 0000950152-98-008009.txt : 19981002 0000950152-98-008009.hdr.sgml : 19981002 ACCESSION NUMBER: 0000950152-98-008009 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981001 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED LIFE FINANCIAL CORP CENTRAL INDEX KEY: 0000912154 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 421406716 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-44925 FILM NUMBER: 98719772 BUSINESS ADDRESS: STREET 1: 701 FIFTH AVE CITY: DES MOINES STATE: IA ZIP: 50391-2003 BUSINESS PHONE: 5152804211 MAIL ADDRESS: STREET 1: 701 FIFTH AVENUE CITY: DES MOINES STATE: IA ZIP: 50391-2003 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 NATIONWIDE/ALLIED LIFE SCHEDULE 14D1/AMEND. 7 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 7) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ALLIED LIFE FINANCIAL CORPORATION (NAME OF SUBJECT COMPANY) NATIONWIDE LIFE ACQUISITION CORPORATION NATIONWIDE MUTUAL INSURANCE COMPANY (Bidders) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 019246107 (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. 7 amends and supplements the Tender Offer Statement on Schedule 14D-1 initially filed on June 10, 1998 (as amended, the "Schedule 14D-1") with the Securities and Exchange Commission by Nationwide Life 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 Life Financial Corporation, an Iowa corporation, at a price of $30.00 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 June 10, 1998 (the "Offer to Purchase") and the 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 or the Schedule 14D-1. 3 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. At 5:00 p.m., New York City time, on Wednesday, September 30, 1998, the Offer expired. Based on information provided by the depositary, ChaseMellon Shareholder Services, L.L.C. (the "Depositary"), a total of approximately 2,998,027 Common Shares (including approximately 2,100 Common Shares subject to guarantee of delivery) were validly tendered and not properly withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and has notified the Depositary to promptly pay for, the tendered and accepted Common Shares at the purchase price of $30.00 per Common Share in cash. Pursuant to the Merger Agreement, the Purchaser intends to merge itself with and into the Company in accordance with the Iowa Business Corporation Act as promptly as practicable. As a result of the Merger, the Company will become a wholly owned subsidiary of the Parent and each outstanding Common Share (other than Common Shares held by stockholders who perfect their appraisal rights under Iowa law, Common Shares held in the Company's treasury, and Common Shares held directly by the Purchaser or the Parent) will be cancelled, extinguished and converted into the right to receive $30.00 per share in cash, without interest thereon. The consummation of the Offer was publicly announced in a press release issued by the Parent on October 1, 1998, a copy of which is filed as Exhibit (a)(26) hereto and incorporated by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (26) Text of Press Release issued by Nationwide Mutual Insurance Company on October 1, 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: October 1, 1998 NATIONWIDE MUTUAL INSURANCE COMPANY By: /s/ David A. Diamond ------------------------------- Name: David A. Diamond Title: Vice President - Enterprise Controller NATIONWIDE LIFE ACQUISITION CORPORATION By: /s/ Mark B. Koogler ------------------------------- Name: Mark B. Koogler Title: Vice President - Associate General Counsel 5 EXHIBIT INDEX (a)(26) Text of Press Release issued by Nationwide Mutual Insurance Company on October 1, 1998. EX-99.A.26 2 EXHIBIT 99(A)(26) 1 Exhibit (a)(26) FOR IMMEDIATE RELEASE Contact: Gerard Carney John Millen Powell Tate Nationwide Insurance (212) 521-5233 (614) 249-6348 Jim Marren Powell Tate (212) 521-5210 NATIONWIDE COMPLETES TENDER OFFER FOR ALLIED LIFE COLUMBUS, OHIO, OCTOBER 1, 1998 -- Nationwide Mutual Insurance Company ("Nationwide") today announced that its cash tender offer for all outstanding shares of common stock of ALLIED Life Financial Corporation ("ALLIED Life") expired, as scheduled, at 5:00 p.m., New York City time, on Wednesday, September 30, 1998. Nationwide, through its subsidiary making the offer, has accepted for purchase all shares validly tendered and not withdrawn prior to the expiration of the offer. Based on information provided by ChaseMellon Shareholder Services, L.L.C., as depositary, a total of 2,998,027 shares of ALLIED Life have been acquired by Nationwide (including approximately 2,100 shares subject to guarantee of delivery), representing approximately 65.6% of total common shares currently outstanding. 2 As a result of the foregoing, Nationwide has acquired more than 90% of ALLIED Life's outstanding common and preferred shares, which include shares acquired pursuant to the merger of ALLIED Mutual Insurance Company with and into Nationwide (effective October 1, 1998), thereby permitting the second step of the acquisition without a meeting of ALLIED Life's shareholders. In the second step of the acquisition, ALLIED Life will be merged into a subsidiary of Nationwide and each ALLIED Life common share not previously purchased in the tender offer (except for ALLIED Mutual's holdings) will be converted into the right to receive $30.00 in cash. The completion of the merger is expected to occur by the end of the year. "We are gratified by the positive response to the tender offer, which we view as implicit recognition by shareholders of the strategic merits of the combined Nationwide/ALLIED entity," said Richard D. Crabtree, president and chief operating officer of Nationwide. 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-----