-----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, IrH6LQ5giz2AElzF3VIBE0jpUS0p7E+UOC44oiN2Owgxv2IheXryE7ycZ+A0vn1B xM5iAxzfKryfV2tY0llRag== 0000774624-96-000024.txt : 19961104 0000774624-96-000024.hdr.sgml : 19961104 ACCESSION NUMBER: 0000774624-96-000024 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961101 EFFECTIVENESS DATE: 19961101 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-3DPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-48233 FILM NUMBER: 96652518 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-3DPOS 1 DRP PLAN 1 As filed with the Securities and Exchange Commission on November 1, 1996 Registration No. 33-48233 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 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 Identification No.) incorporation or organization) 701 Fifth Avenue, Des Moines, Iowa 50391-2000, (515) 280-4211 ------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Jamie H. Shaffer 701 Fifth Avenue, Des Moines, IA 50391-2000, (515) 280-4211 ------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [X] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] Pursuant to Rule 429, the Prospectus included as part of this Registration Statement also relates to Registration Statement No. 33-15461 previously filed by the Company. Page 1 of 9 pages. Exhibit index on page 6. 2 The Registration Statement as heretofore amended is incorporated herein by reference. The Registrant has effected a three for two stock split by means of the issuance of a share dividend of one (1) share of Common Stock on each two (2) shares of Common Stock outstanding to shareholders of record as of November 15, 1996. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, this Registration Statement is deemed to cover the additional 295,874 shares of the Registrant's Common Stock resulting from the stock split on the registered securities. 3 ADDENDUM TO ALLIED GROUP, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN NOVEMBER 1, 1996 Effective November 15, 1996, the Company has effected a 3-for-2 stock split which increased the number of shares remaining to be issued under the Plan from 591,747 to 887,621. 4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits. 5. a. Opinion of Messrs. Davis, Hockenberg, Wine, Brown, Koehn & Shors, P.C., regarding legality of 400,000 shares of stock originally registered on this Form. b. Opinion of Cheryl M. Critelli, Assistant Corporate Counsel, ALLIED Group, Inc., regarding legality of 500,000 shares of stock registered. c. Opinion of Cheryl M. Critelli, Associate Corporate Counsel, ALLIED Group, Inc., regarding legality of 247,699 shares of stock registered. d. Opinion of Cheryl M. Critelli, Associate Corporate Counsel, ALLIED Group, Inc., regarding legality of 295,874 shares of stock registered.* 23. a. Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants.* b. (1) Consent of Davis, Hockenberg, Wine, Brown, Koehn & Shors, P.C. n/k/a Davis, Brown, Koehn, Shors & Roberts, P.C.* (2) Consent of Cheryl M. Critelli, Associate Corporate Counsel, ALLIED Group, Inc. (contained in her opinion as filed as Exhibit 5(d) hereto). *Filed with this Amendment 5 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Des Moines, State of Iowa, on October 31, 1996. 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 has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby authorizes each of Jamie H. Shaffer and George T. Oleson, with full power of substitution, to execute in the name of such person and to file any amendment or post-effective amendment to this Registration Statement making such changes in this Registration Statement as the Registrant deems appropriate, and appoints each of Jamie H. Shaffer and George T. Oleson, with full power of substitution, attorney-in fact to sign and to file any such amendment and post-effective amendment to this Registration Statement. Signature Title Date --------- ----- ---- /s/ Douglas L. Andersen President (Property- October 31, 1996 - ------------------------------- Casualty) (Principal Douglas L. Andersen Executive Officer) /s/ Jamie H. Shaffer President (Financial) October 31, 1996 - ------------------------------- and Treasurer Jamie H. Shaffer (Principal Executive Officer and Principal Accounting Officer) /s/ John E. Evans Chairman and Director October 31, 1996 - ------------------------------- John E. Evans /s/ James W. Callison Director October 31, 1996 - ------------------------------- James W. Callison /s/ Harold S. Carpenter Director October 31, 1996 - ------------------------------- Harold S. Carpenter /s/ Charles I. Colby Director October 31, 1996 - ------------------------------- Charles I. Colby /s/ Harold S. Evans Director October 31, 1996 - ------------------------------- Harold S. Evans /s/ Richard O. Jacobson Director October 31, 1996 - ------------------------------- Richard O. Jacobson /s/ John P. Taylor Director October 31, 1996 - ------------------------------- John P. Taylor /s/ William E. Timmons Director October 31, 1996 - ------------------------------- William E. Timmons /s/ Donald S. Willis Director October 31, 1996 - ------------------------------- Donald S. Willis 6 EXHIBIT INDEX Consecutive Exhibit Page Number ----------- 5. (d) Opinion of Cheryl M. Critelli, 7 Associate Corporate Counsel, ALLIED Group, Inc., regarding legality of the 295,874 shares of stock registered 23. (a) Consent of KPMG Peat Marwick LLP, 8 Independent Certified Public Accountants (b) (1) Consent of Davis, Brown, 9 Koehn, Shors & Roberts, P.C. (2) Consent of Cheryl M. Critelli, Associate Corporate Counsel, ALLIED Group, Inc. (included in Exhibit 5 (d)) EX-5 2 EX-5 (D) 7 Exhibit 5(d) October 31, 1996 ALLIED Group, Inc. 701 Fifth Avenue Des Moines, IA 50391-2000 Re: Post-Effective Amendment No. 2 to Registration Statement on Form S-3 Dividend Reinvestment and Stock Purchase Plan Gentlemen: In connection with the registration under the Securities Act of 1933, as amended, (the "Act") (and in connection with Rule 416 of the Act) of 295,874 shares of Common Stock, no par value, of ALLIED Group, Inc. (the "Company"), resulting from a 3-for-2 stock split, I have examined the Post-Effective Amendment No. 2 to Registration Statement on Form S-3 to be filed by you with the Securities and Exchange Commission on November 1, 1996 (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 295,874 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 "Legal Matters" in the Prospectus contained in the Registration Statement. Sincerely, /s/ Cheryl M. Critelli Cheryl M. Critelli Associate Corporate Counsel (515) 280-4818 EX-23 3 EX-23 (A) 8 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 and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Des Moines, Iowa October 31, 1996 EX-23 4 EX-23 (B) (1) 9 Exhibit 23(b)(1) October 31, 1996 ALLIED Group, Inc. 701 Fifth Avenue Des Moines, IA 50391-2000 Re: Post-Effective Amendment No. 2 to Registration Statement on Form S-3 Dividend Reinvestment and Stock Purchase Plan Gentlemen: We consent to the use of our opinion filed as Exhibit 5.a. to the Registration Statement on Form S-3 (Registration No. 33-48233) filed by ALLIED Group, Inc. with the Securities Exchange Commission, and to the reference to us under the caption "Legal Matters" in the Prospectus contained in such Registration Statement. Very truly yours, /s/ Donald J. Brown Donald J. Brown Davis, Brown, Koehn, Shors & Roberts, P.C. -----END PRIVACY-ENHANCED MESSAGE-----