-----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, I0tvNHPzu759hYqkYeRhA+gxqba67HAHKR/Npavwd6mYWuqjRsR7RTBRUnAZTnuG WIuOc5fVBkMUaOQZG0DOMQ== 0000774624-95-000015.txt : 19951218 0000774624-95-000015.hdr.sgml : 19951218 ACCESSION NUMBER: 0000774624-95-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951215 EFFECTIVENESS DATE: 19960103 SROS: NASD FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65037 FILM NUMBER: 95601869 BUSINESS ADDRESS: STREET 1: 701 FIFTH AVE CITY: DES MOINES STATE: IA ZIP: 50309 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 S-8 1 S-8 ALLIED GROUP ESOP 1 As filed with the Securities and Exchange Commission on December 15, 1995 Registration No. 33-_____ =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALLIED Group, Inc. (Exact name of registrant as specified in its charter) Iowa 42-0958655 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 701 Fifth Avenue, Des Moines, IA 50391-2000 (Address of Principal Executive Offices) (Zip Code) The ALLIED Group Employee Stock Ownership Plan (Full title of the plan) Jamie H. Shaffer, 701 Fifth Avenue, Des Moines, IA 50391-2000 (Name and address of agent for service) (515) 280-4211 (Telephone number, including area code, of agent for service) Calculation of Registration Fee =========================================================================== Title of Amount Proposed Proposed Amount of securities to be maximum maximum registration to be registered(2) offering aggregate fee registered(1) price offering price per share(3) =========================================================================== Common stock, no 797,205 $35.50 $28,300,778 $9,758.89 par value shares =========================================================================== (1) In addition, pursuant to Rule 416(c), this registration statement also covers an indeterminate amount of interests to be offered or sold under the Plan, for which Rule 457 states there is no separate fee calculation. (2) The number of shares set forth is the estimated maximum number of shares of Common Stock that it is anticipated will be issued to participants under the Plan. (3) Pursuant to Rule 457(c), the price is computed on the basis of the average of the high and low prices of Common Stock reported on the consolidated reporting system of the Nasdaq Stock Market as of December 11, 1995. 2 EXPLANATORY NOTE The contents of two previously filed Registration Statements for The ALLIED Group Employee Stock Ownership Plan, Registration No. 33-37301 and Registration No. 33-48234, are hereby incorporated by reference. This registration statement is being filed to register additional shares of Common Stock. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. Cheryl M. Critelli, Associate Corporate Counsel of ALLIED Group, Inc. providing the opinion regarding the legality of the securities being registered, is a participant in The ALLIED Group Employee Stock Ownership Plan (the "Plan"). As of December 31, 1994, Ms. Critelli had 934 shares of ESOP Convertible Preferred Stock allocated to her Plan account. Item 8. Exhibits. 5. (a) Opinion of Cheryl M. Critelli, Associate Corporate Counsel, ALLIED Group, Inc., regarding legality of securities being registered. (b) Internal Revenue Service Determination Letter qualifying the Plan under Internal Revenue Code Section 401(a). 23. (a) Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants (b) Consent of Cheryl M. Critelli, Associate Corporate Counsel, ALLIED Group, Inc. (in her opinion as filed as Exhibit 5 hereto) 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Des Moines, and the State of Iowa, on December 14, 1995. ALLIED Group, Inc. By: /s/ Jamie H. Shaffer ---------------------------------- Jamie H. Shaffer, President (Financial) and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ Douglas L. Andersen President (Property- December 14, 1995 - -------------------------- Casualty) (Principal Douglas L. Andersen Executive Officer) /s/ Jamie H. Shaffer President (Financial) December 14, 1995 - -------------------------- and Treasurer Jamie H. Shaffer (Principal Executive, Financial, and Accounting Officer) /s/ John E. Evans Chairman and Director December 14, 1995 - -------------------------- John E. Evans /s/ James W. Callison - -------------------------- Director December 14, 1995 James W. Callison /s/ Harold S. Carpenter - -------------------------- Director December 14, 1995 Harold S. Carpenter /s/ Charles I. Colby - -------------------------- Director December 14, 1995 Charles I. Colby /s/ Harold S. Evans - -------------------------- Director December 14, 1995 Harold S. Evans /s/ Richard O. Jacobson - -------------------------- Director December 14, 1995 Richard O. Jacobson /s/ John P. Taylor - -------------------------- Director December 14, 1995 John P. Taylor /s/ William E. Timmons - -------------------------- Director December 14, 1995 William E. Timmons /s/ Donald S. Willis - -------------------------- Director December 14, 1995 Donald S. Willis 4 Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on December 14, 1995. THE ALLIED GROUP EMPLOYEE STOCK OWNERSHIP PLAN ESOP Committee (Administrator) /s/ Charles H. McDonald December 14, 1995 - ------------------------------- Charles H. McDonald /s/ Marla J. Franklin December 14, 1995 - ------------------------------- Marla J. Franklin /s/ Jamie H. Shaffer December 14, 1995 - ------------------------------- Jamie H. Shaffer /s/ George T. Oleson December 14, 1995 - ------------------------------- George T. Oleson 5 EXHIBIT INDEX Consecutive Exhibit Page Number ------- ----------- 5. (a) Opinion of Cheryl M. Critelli, 6 Associate Corporate Counsel, ALLIED Group, Inc., regarding legality of the 797,205 of stock registered (b) Internal Revenue Service Determination Letter qualifying the Plan under Internal Revenue Code Section 401(a) 7 23. (a) Consent of KPMG Peat Marwick LLP, 10 Independent Certified Public Accountants (b) Consent of Cheryl M. Critelli, 6 Associate Corporate Counsel, ALLIED Group, Inc. (included in Exhibit 5(a)) EX-5 2 OPINION OF LEGAL COUNCIL 6 EXHIBIT 5(a) December 14, 1995 ALLIED Group, Inc. 701 Fifth Avenue Des Moines, IA 50391-2000 Re: Registration Statement on Form S-8 The ALLIED Group Employee Stock Ownership Plan Gentlemen: In connection with the registration under the Securities Act of 1933, as amended, of 797,205 shares of Common Stock, no par value, of ALLIED Group, Inc. (the "Company"), I have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on December 15, 1995 (the "Registration Statement"), corporate records, certificates of public officials, Company officers, and such other documents as I deemed appropriate or necessary for the purpose of rendering this opinion. Based on the foregoing, it is my opinion that the 797,205 shares of Common Stock of the Company covered by the Registration Statement have been duly authorized and, when issued and sold in accordance with the terms set forth in the Registration Statement, will be validly issued, fully paid, and non-assessable. I consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to myself under the caption "Interests of Named Experts and Counsel" in the Registration Statement. Sincerely, /s/ Cheryl M. Critelli Cheryl M. Critelli Associate Corporate Counsel CMC/ljb EX-5 3 IRS DETERMINATION LETTER 7 EXHIBIT 5(b) Internal Revenue Service Department of the Treasury District Director P.O. Box A-3617 DPN20-6 Chicago, IL 60690 Employer Identification Number: 42-0958655 Date: Dec. 20, 1994 File Folder Number: 420000597 Person to Contact: ALLIED Group, Inc. Glenn R. Thomas 701 5th Ave. Contact Telephone Number: Des Moines, IA 50391 (312) 886-9587 Plan Name: ALLIED Group Employee Stock Ownership Plan Plan Number: 003 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1 (b)(3) of the Income Tax Regulations). We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter, dated December 8, 1994. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) adopted on September 27, 1994. This determination letter is applicable for the plan adopted on March 28, 1990. This plan satisfies the nondiscrimination in amount required of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a general test described in the regulations. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. Letter 835 (DO/CG) 8 ALLIED Group, Inc. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the code. This plan also satisfies the requirements of section 1.40(a)(4)-4(b) of the regulations with respect to the specific, benefits, rights, or features for which you have provided information. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have any questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Marilyn W. Day ------------------- Marilyn W. Day District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum Letter 835 (DO/CG) 9 ALLIED Group, Inc. This plan also satisfies the requirements of Code section 4975(e)(7). Letter 835 (DO/CG) EX-23 4 CONSENT OF INDEPENDENT CPA 10 EXHIBIT 23(a) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors ALLIED Group, Inc.: We consent to the use of our reports incorporated herein by reference. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Des Moines, Iowa December 12, 1995 -----END PRIVACY-ENHANCED MESSAGE-----