-----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, PtgWe9g5YIOpElbqxSyMTIemdOEIvfk1uE5DA1fsPWlZCDwzS6fZ5zhjDsz8ofvd GrVpuSr+01MzcklX8ZDTCg== 0000950130-98-003670.txt : 19980729 0000950130-98-003670.hdr.sgml : 19980729 ACCESSION NUMBER: 0000950130-98-003670 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980727 SROS: NYSE 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-41078 FILM NUMBER: 98671413 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: 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 14D9/A 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 SC 14D9/A 1 AMENDMENT NO. 3 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 __________ ALLIED Group, Inc. ------------------------------------------------ (Name of Subject Company) ALLIED Group, Inc. ------------------------------------------------ (Name of Person(s) Filing Statement) Common Stock, No Par Value -------------------------- (Title of Class of Securities) 019220102 ------------------------------------------------ (CUSIP Number of Class of Securities) __________ GEORGE OLESON, ESQ. Vice President and Corporate Counsel ALLIED Group, Inc. 701 Fifth Avenue Des Moines, Iowa 50391-2000 (515) 280-4211 ----------------------------------------------- (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing) With a copy to: STEVEN OSTNER, ESQ. Debevoise & Plimpton 875 Third Avenue New York, New York 10022 (212) 909-6000 This amendment ("Amendment No. 3") 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 2, 1998 by ALLIED Group, Inc., an Iowa corporation (the "Company"), with respect to the tender offer by Nationwide Mutual Insurance Company, an Ohio corporation ("Nationwide"), and Nationwide Group Acquisition Corporation, an Ohio corporation and wholly owned subsidiary of Nationwide ("Nationwide Sub" and, collectively with Nationwide, the "Bidder"), disclosed in a tender offer statement on Schedule 14D-1, filed with the Commission on May 19, 1998 (as the same may be amended from time to time, the "Schedule 14D-1"), to purchase up to 30,634,052 shares (the "Shares"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 19, 1998 (the "Offer to Purchase"), and the related Letter of Transmittal (which collectively constitute the "Initial Offer" and, as amended, the "Offer"). Capitalized terms used herein without separate definition are used with the meanings specified in this Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The section of Item 8 of the Schedule 14D-9 entitled "Insurance Law Matters" is --------------------- amended by adding as a new paragraph at the end thereof the following: On July 24, 1998, the Company mailed a Summary Statement pursuant to Section 521A.3 of the Iowa Insurance Code summarizing the contents of the Form A filed by Nationwide in Iowa to its shareholders. A copy of the Summary Statement is attached as Exhibit 43 hereto and is incorporated herein by reference. On July 24, 1998, the Iowa Insurance Department ordered that the hearing on Nationwide's Form A will be held as scheduled on July 29, 1998, but will then be adjourned to and reconvened on August 31, 1998. A copy of the Company's press release announcing the Iowa Insurance Department's action is attached as Exhibit 44 hereto and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 43.... Statement, dated July 23, 1998, pursuant to Section 521A.3 of the Iowa Insurance Laws with respect to Nationwide's Form A. Exhibit 44.... Press release of ALLIED Group, Inc., dated July 24, 1998. 2 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: July 24, 1998 ALLIED GROUP, INC. By: /s/Sally J. Malloy ----------------------- Name: Sally J. Malloy Title: Corporate Secretary 3 Index to Exhibits -----------------
EXHIBIT DESCRIPTION OF DOCUMENT NUMBER ----------------------- - ------- 43 -- Statement, dated July 23, 1998, pursuant to Section 521A.3 of the Iowa Insurance Laws with respect to Nationwide's Form A 44 -- Press release of ALLIED Group, Inc., dated July 24, 1998.
4 EX-99.43 2 STMNT PURSUANT TO 521A.3 OF THE IOWA INSURANCE LAW EXHIBIT 43 ALLIED GROUP, INC. 701 FIFTH AVENUE DES MOINES, IOWA 50391-2000 ___________________________ STATEMENT PURSUANT TO SECTION 521A.3 OF THE IOWA INSURANCE LAWS REGARDING THE PROPOSED ACQUISITION OF ALLIED GROUP, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES, AMCO INSURANCE COMPANY, DEPOSITORS INSURANCE COMPANY AND ALLIED PROPERTY AND CASUALTY INSURANCE COMPANY ___________________________ To the Shareholders of ALLIED Group, Inc.: The following information is provided pursuant to Section 521A.3 of the Iowa Insurance Laws, 1997 Code of Iowa (the "Iowa Insurance Laws") concerning the proposed acquisition (the "Acquisition") of Allied Group, Inc., an Iowa corporation (the "Company"), by Nationwide Mutual Insurance Company, an Ohio mutual insurance company ("Nationwide Mutual"), and Nationwide Mutual's wholly-owned subsidiary, Nationwide Group Acquisition Corporation, an Ohio corporation ("Acquisition Sub"). The acquisition will be effected pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 3, 1998 by and among the Company, Nationwide Mutual and Acquisition Sub. The Company owns all of the outstanding capital stock of AMCO Insurance Company, Depositors Insurance Company and ALLIED Property & Casualty Insurance Company, each of which is an Iowa domestic stock insurance company (collectively, the "Insurers"). In connection with the proposed Acquisition, on May 19, 1998, Nationwide Mutual filed with the Insurance Division of Iowa a "Statement Regarding the Acquisition of Control of or Merger With a Domestic Insurer" on Form A, which Statement was amended on June 26, 1998 (as so amended, the "Form A Application"). In compliance with the Iowa Insurance Laws, the Company is hereby providing to shareholders of the Company who are eligible to vote on the proposed Acquisition a summary of such Form A Application. THE FORM A APPLICATION CONTAINS CERTAIN SPECIFIED INFORMATION AS REQUIRED BY SECTION 521A.3(2) OF THE IOWA INSURANCE LAWS. THE FORM A APPLICATION BY THIS REFERENCE IS MADE A PART HEREOF. INFORMATION CONTAINED IN THE FORM A APPLICATION IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE INSURANCE DIVISION OF IOWA, 330 EAST MAPLE STREET, DES MOINES, IOWA 50319. THE INSURANCE DIVISION OF IOWA REQUIRES THAT ALL VISITS TO INSPECT FILES BE SCHEDULED IN ADVANCE BY CALLING (515) 281-4445. SUMMARY OF FORM A APPLICATION OF NATIONWIDE MUTUAL INSURANCE COMPANY TO ACQUIRE ALLIED GROUP, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES AMCO INSURANCE COMPANY, DEPOSITORS INSURANCE COMPANY AND ALLIED PROPERTY AND CASUALTY COMPANY. Below is a summary of the information set forth in the Form A Application filed by Nationwide Mutual in connection with the proposed Acquisition. The information contained in this summary is based on the information set forth in the Form A Application, and is qualified in its entirety by the Form A Application. ITEM 1 -- NAME AND ADDRESS OF INSURER; METHOD OF ACQUISITION The full names of the Insurers are: AMCO Insurance Company, Depositors Insurance Company, and ALLIED Property and Casualty Insurance Company. The address of each such Insurer is 701 Fifth Avenue, Des Moines, Iowa 50391-2000. The Insurers are each wholly-owned stock subsidiaries of the Company. On June 3, 1998, the Company, Nationwide Mutual and Acquisition Sub executed the Merger Agreement. Under the Merger Agreement, the Acquisition will be accomplished through a tender offer (the "Offer") by Acquisition Sub for all of the outstanding shares of Common Stock, no par value (the "Common Stock") of the Company, followed by a merger (the "Merger") of Acquisition Sub with and into the Company. Concurrently with the execution of the Merger Agreement, Nationwide Mutual also entered into an Agreement and Plan of Merger with ALLIED Mutual Insurance Company ("ALLIED Mutual"), pursuant to which, among other things, ALLIED Mutual will merge with and into Nationwide Mutual, and a Shareholder Agreement pursuant to which, among other things, ALLIED Mutual agreed to tender all the shares of Common Stock owned by it into the Offer, and to certain restrictions on disposition and voting of the shares of 6 3/4% Series Preferred Stock, no par value, of the Company owned by it. Also, concurrently with the Merger Agreement, Nationwide Mutual entered into an Agreement and Plan of Merger with ALLIED Life Financial Corporation ("ALFC"), pursuant to which ALFC will merge with and into a subsidiary of Nationwide Mutual and a Shareholder Agreement with ALLIED Mutual, pursuant to which, among other things, ALLIED Mutual agreed to certain restrictions on disposition and voting of the shares of 6.75% Series Preferred Stock, no par value, and common stock of ALFC owned by ALLIED Mutual. The result of the Offer and the Merger will be a change in control of the Insurers under Sections 521A.3 of the Iowa Insurance Laws. 2 Attached and incorporated by reference into the Form A Application are the original Schedule 14D-1 and Amendment No.6 thereto (together, the "Schedule 14D-1") filed by Nationwide Mutual with the Securities and Exchange Commission in connection with the Offer. ITEM 2 -- IDENTITY AND BACKGROUND OF THE APPLICANT The Form A Application states that: The name and address of the proposed acquiror is: Nationwide Mutual Insurance Company One Nationwide Plaza Columbus, Ohio 43215 Nationwide is a mutual insurance company organized under Ohio law in 1925. Nationwide Mutual and Nationwide Mutual Fire Insurance Company are mutual insurance companies which are the controlling entities of the Nationwide Insurance Enterprise, an affiliated group of over 100 companies that offer a wide range of insurance and investment products and services representing assets of $83 billion as of December 31, 1997. Nationwide Mutual intends to continue its present method of operation. As a mutual insurance company, Nationwide Mutual has no shareholders. Acquisition Sub was incorporated on May 15, 1998 for the purpose of completing the contemplated Offer. Acquisition Sub is a wholly-owned stock subsidiary of Nationwide Mutual with a home and principal executive office address at One Nationwide Plaza, Columbus, Ohio 43215. An organizational chart of Nationwide Mutual as of March 31, 1998, which clearly identifies the relationship between Nationwide Mutual and all its subsidiaries and affiliates and also includes the percentage of voting securities held in each entity by Nationwide Mutual and its subsidiaries and affiliates is attached as Exhibit C to the Form A Application. ITEM 3 -- IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH NATIONWIDE MUTUAL The Form A Application states that: The names and business addresses of the directors and executive officers of Nationwide Mutual are set forth in the 1997 Insurance Holding Company Act System Registration Statement filed by Nationwide Mutual with the Iowa Department of Insurance 3 (and which is incorporated by reference into the Form A Application) and in Schedule I of Exhibit A to the Form A Application. As a mutual company, Nationwide Mutual has no voting securities. ITEM 4 -- NATURE, SOURCE AND AMOUNT OF CONSIDERATION The Form A Application states that: The aggregate consideration to be paid by Acquisition Sub to purchase the Common Stock in the offer is equal to approximately $1.5 billion. The source of funds to complete the Acquisition will be cash on hand of Acquisition Sub following a capital contribution from Nationwide Mutual. Consideration paid to shareholders for their shares will be deposited with a depository which will act as agent for the purpose of transmitting payments to tendering shareholders. The amount of consideration was determined through an evaluation of the fair market value of shares of the Company based on publicly available information and an appropriate premium to induce the Company's shareholders to tender their shares. ITEM 5 -- FUTURE PLANS FOR INSURER The Form A Application states that: Except as described in the Form A Application and the exhibits incorporated therein, Nationwide Mutual does not have any present plans or proposals which relate to or would result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries or affiliates, a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or affiliates, or any material change in the Company's capitalization, dividend policy, corporate structure, or business. Acquisition Sub and the Company will merge, and the Company, which shall be the surviving company, will continue its corporate existence under the laws of the State of Iowa under the name "ALLIED Group, Inc." ITEM 6 -- VOTING SECURITIES TO BE ACQUIRED The Form A Application states that: Pursuant to the Offer, Nationwide Mutual intends to cause Acquisition Sub to purchase all of the outstanding shares of Common Stock. Based on information from the 4 Company, at the close of business on June 2, 1998, there were 30,114,827 Common Shares outstanding and 31,261,311 shares outstanding on a fully diluted basis. Nationwide Mutual currently owns 1,498,600 shares. Therefore, assuming no change in the number of shares of Common Stock outstanding after June 2, 1998, Nationwide Mutual would cause Acquisition Sub to purchase up to 28,616,227 shares for $48.25 per share pursuant to the Offer. The fairness of the purchase price was arrived at by Nationwide Mutual's evaluations and analysis of the fair market value of the Common Shares based on publicly available information plus an appropriate premium to induce the Company's shareholders to tender their shares. ITEM 7 -- OWNERSHIP OF VOTING SECURITIES The Form A Application states that: Nationwide Mutual currently owns 1,498,600 shares of Common Stock of the Company, which represents approximately 4.9% of the outstanding Common Stock based on information provided by the Company as of the close of business on June 2, 1998. ITEM 8 -- CONTRACTS, AGREEMENTS, OR UNDERSTANDINGS WITH RESPECT TO VOTING SECURITIES OF THE INSURER The Form A Application states that: There is no contract, agreement or understanding with respect to the voting securities of the Company, its affiliates or any person listed in Item 3 thereof. The terms of the Shareholder Agreement are summarized in the Schedule 14D-1. ITEM 9 -- RECENT PURCHASES OF VOTING SECURITIES The Form A Application sets forth all purchases of Common Stock during the 12 calendar months preceding the filing thereof by Nationwide Mutual. ITEM 10 -- RECENT RECOMMENDATIONS TO PURCHASE The Form A Application states that: There have been no recommendations to purchase voting securities of the Company by Nationwide Mutual, its affiliates or any person on behalf of Nationwide Mutual during 5 the 12 calendar months preceding the filing of the Form A Application, except in connection with the proposed Acquisition. ITEM 11 -- AGREEMENTS WITH BROKER-DEALERS The Form A Application states that: No person shall be entitled to a broker's or franchise fee or any other commission in connection with the Offer, except as follows: (i) Nationwide Mutual retained Credit Suisse First Boston Corporation and is solely liable for the payment of any and all fees and expenses to Credit Suisse First Boston Corporation; (ii) Nationwide Mutual has retained ChaseMellon Shareholder Services, L.L.C. and is solely liable for the payment of any and all fees and expenses to ChaseMellon Shareholder Services, L.L.C.; and (iii) Nationwide Mutual has retained Georgeson & Company Inc., and is solely liable for the payment of any and all fees and expenses to Georgeson & Company Inc. Nationwide Mutual will indemnify the Company from any liability in connection therewith. ITEM 12 -- FINANCIAL STATEMENTS AND EXHIBITS The Form A Application states that Annual and Quarterly Statements of Nationwide Mutual and its affiliated property and casualty insurance companies for the past five years are attached thereto as set forth therein. ITEM 13 -- SIGNATURE AND CERTIFICATION The Form A Application is signed and certified on behalf of Nationwide Mutual by Mark B. Koogler, Vice President-Associate General Counsel. * * * * * * * * Very truly yours, Douglas L. Andersen President and Chief Executive Officer - ------------------------------------- July 23, 1998 6 EX-99.44 3 ALLIED GROUP NEWS RELEASE EXHIBIT 44 [ALLIED Group New Release Header Graphic] For further information contact: Joele Frank / Dan Katcher Abernathy MacGregor Frank (212) 371-5999 ALLIED GROUP, INC. RECEIVES FAVORABLE COURT RULING -------------------------------------------------- DES MOINES, JULY 24, 1998 -- Allied Group, Inc. (NYSE: GRP) announced today that the Iowa Insurance Department has ordered that the combined hearings on the proposed merger of ALLIED Mutual and Nationwide and of Nationwide's acquisition of control of ALLIED Group, Inc.'s property-casualty subsidiaries and of ALLIED Life Insurance Company will be held as scheduled on July 29, but the ALLIED Mutual hearing will then be adjourned to and reconvened on August 31, 1998 in order to give those policyholders not included in the original mailing by ALLIED Mutual the opportunity to participate in the reconvened meeting. The adjournment was occasioned by the postponement until August 26, 1998 of the Special Meeting of ALLIED Mutual policyholders to vote on ALLIED Mutual's proposed merger with Nationwide, originally scheduled for July 28, 1998. The ALLIED Mutual policyholder meeting was postponed because approximately 5% of ALLIED Mutual's policyholders did not receive proxy materials from ALLIED Mutual due to a processing oversight. ALLIED Group, Inc. is a regional property casualty insurance holding company specializing in personal lines. The Company's property-casualty subsidiaries use independent agencies, exclusive agencies, and direct response marketing to offer products in central and western states. -----END PRIVACY-ENHANCED MESSAGE-----