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As filed with the Securities and Exchange Commission on December 20, 1996
Registration No. 33-48233
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIED Group, Inc.
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(Exact name of registrant as specified in its charter)
Iowa 42-0958655
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
701 Fifth Avenue, Des Moines, Iowa 50391-2000, (515) 280-4211
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(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
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(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. [ ]
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. [X]
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 20 pages. Exhibit index on page 17.
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PROSPECTUS
ALLIED GROUP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
ALLIED Group, Inc. ("Company") offers participation in its Dividend Reinvestment
and Stock Purchase Plan ("Plan"). The Plan provides investors with a convenient
and economical method for purchasing shares of common stock, no par value, of
the Company ("Common Stock") and for reinvesting all or a portion of their cash
dividends in additional shares of Common Stock. Any shareholder of record of
Common Stock or any other investor who chooses to become a shareholder of record
is eligible to join the Plan.
Key features of the Plan include the following:
- Persons who are not shareholders may participate by investing as
little as $250 up to a maximum of $60,000 per year.
- Shareholders of record may participate by electing to reinvest all or
a portion of their cash dividends in additional shares of Common Stock.
- Shareholders of record may participate by making an optional
cash investment of $50 or more (or a minimum of $25 if investments are
made by authorizing monthly automatic withdrawals) up to an aggregate
maximum of $60,000 per year.
Shares of Common Stock will be purchased under the Plan, at the option of the
Company, either in the open market by Harris Trust and Savings Bank or purchased
directly from the Company from its authorized but unissued shares. In the event
of an open market purchase, the price per share of Common Stock will be the
average price paid by Harris Trust and Savings Bank to obtain them. In the event
of a direct purchase from the Company from its authorized but unissued shares,
the price per share of Common Stock will be the average of the high and low sale
prices of shares as reported on the Nasdaq National Market tier of The Nasdaq
Stock Market on the date of purchase.
The Company will pay the cost of administration of the Plan and brokerage
commissions relating to shares of Common Stock purchased in the open market;
however, the Plan participants will bear the cost of brokerage commissions on
any shares sold.
Retain this Prospectus for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements, and any
other information filed by the Company with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington D.C. 20549 and the following regional offices of
the Commission: Northeast Regional Office, 7 World Trade Center, New York, New
York 10048; and the Midwest Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding registrants that file electronically with the
Commission.
The Company has filed a Registration Statement on Form S-3 with the Commission
in Washington, D.C., in accordance with the provisions of the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain portions of which have been omitted
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits filed as part
thereof. Statements herein contained concerning the provisions of any document
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. The Registration Statement and the exhibits
may be inspected, without charge, at the offices of the Commission, or copies
thereof obtained at prescribed rates from the Public Reference Section of the
Commission at the address set forth above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated herein by
reference:
1. The Company's Annual report on Form 10-K for the year ended
December 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1996, June 30, 1996, and September 30, 1996; and
3. The description of the Company's Common Stock contained in
its Registration Statement on Form 8-A dated February 18,
1986, under Section 12 of the Securities Exchange Act of
1934, as amended, including any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company undertakes to provide without charge to each person, including a
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all the information that has been
incorporated by reference in the Registration Statement of which this Prospectus
is a part (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the prospectus incorporates). Such oral or written requests
may be made to: George T. Oleson, Corporate Counsel and Secretary, ALLIED Group,
Inc., 701 Fifth Avenue, Des Moines, Iowa 50391-2000, (515) 280-4211.
THE COMPANY
The Company is a regional insurance holding company headquartered in Des Moines,
Iowa. The Company is primarily engaged through its subsidiaries in the
business of property-casualty insurance and excess and surplus lines insurance.
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The Company's three property-casualty subsidiaries, AMCO Insurance Company,
ALLIED Property and Casualty Insurance Company, and Depositors Insurance
Company, write personal lines of insurance (primarily automobile and homeowners)
and commercial lines of insurance for small businesses. The property-casualty
subsidiaries participate in a reinsurance pooling agreement with ALLIED Mutual
Insurance Company, an affiliated property-casualty insurance company, such
agreement generally providing that each company's property-casualty insurance
business is combined and then prorated among the participants according to
predetermined percentages. The Company's property-casualty subsidiaries market
their products through three distribution systems: independent agencies, direct
marketing, and high-volume agencies which contract to sell personal lines
exclusively through the Company's insurance subsidiaries. The Company's
property-casualty subsidiaries operate exclusively in the United States;
primarily in the central and western states through approximately 2,250
independent agencies. Western Heritage Insurance Company is an excess & surplus
lines insurance subsidiary, which primarily underwrites specialty commercial
casualty lines.
The Company is an Iowa corporation with its executive offices located at 701
Fifth Avenue, Des Moines, Iowa 50391-2000. The Company's telephone number is
(515)280-4211.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
General
Established by the Company in 1987, the Plan was amended in 1992 to increase to
900,000 the number of shares available for issuance. After the 3-for-2 stock
split on June 17, 1993, there remained to be issued under the Plan 743,097
shares. After the 3-for-2 stock split on November 15, 1996, there remained to be
issued under the Plan 887,621 shares. The Plan has been amended to allow
participation by investors who choose to become shareholders of record.
The following is a complete statement of the Plan.
Purpose
The purpose of the Plan is to provide shareholders of record and other investors
who choose to become shareholders of record with a convenient and inexpensive
method for purchasing shares of Common Stock and for reinvesting all or a
portion of their cash dividends.
Advantages to Participants
Subject to the terms and conditions set forth below, participants in the Plan
may purchase shares of Common Stock by:
1. making an initial investment to become a shareholder of the Company,
2. having cash dividends on all or a portion of their shares of Common
Stock automatically reinvested,
3. investing optional cash investments whenever desired or on a
routine monthly basis, or
4. investing both dividends and optional cash investments.
The Company absorbs all administrative costs related to the Plan, including any
brokerage fees if the shares are purchased in the open market. Because the Plan
permits fractions of shares (up to four decimal places) to be credited to
participants' accounts, dividends will be paid on fractional as well as full
shares held in the participants' accounts. Shares purchased for the participant
will be held in safekeeping by the Plan agent until the participant requests a
certificate. Shares held in the Plan account will be automatically enrolled in
dividend reinvestment and will have all cash dividends reinvested in additional
shares of Common Stock, unless the participant affirmatively elects to receive
cash dividends. The participant will receive a detailed statement each time
there is account activity.
Disadvantages to Participants
A participant has no control over the time or price at which Common Stock is
purchased or sold for the participant's account. Participants bear the market
risk associated with fluctuations in the price of Common Stock. No interest will
be paid on funds held by the Plan agent pending investment in the Plan.
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Administration
Harris Trust and Savings Bank ("Agent") administers the Plan as Agent for
participants, purchases, and holds shares of Common Stock acquired under the
Plan, maintains records, sends statements of account to participants, and
performs other duties relating to the Plan. Shares of Common Stock purchased
under the Plan will be held by the Agent as custodian for participants and
registered in the name of the Agent or its nominee. The Agent also serves as the
Company's transfer agent and is the registrar for the Common Stock.
The Agent's address and phone number is:
Harris Trust and Savings Bank
Dividend Reinvestment Service
P.O. Box A3309
Chicago, Illinois 60690
(312)461-2731
Eligibility
Any person or entity, whether or not a holder of record of shares of Common
Stock, is eligible to participate in the Plan, provided that: (1) such person or
entity chooses to be a shareholder of record, (2) such person or entity fulfills
the prerequisites for participation described below under "Enrollment
Procedures," and (3) in the case of citizens or residents of a country other
than the United States, its territories, and possessions, participation would
not violate local laws applicable to the Company or the participant.
Enrollment Procedures
After being furnished with a copy of this Prospectus, any eligible applicant may
enroll in the Plan by completing and signing an Enrollment Form and delivering
it to the Agent. Enrollment Forms are available upon request from the Agent. See
"Administration" above. By checking the appropriate box on the Enrollment Form,
the eligible applicant may indicate whether they wish to:
1. make an initial investment to become a shareholder of the Company,
2. have cash dividends on all or a portion of their shares of Common
Stock automatically reinvested,
3. invest optional cash investments whenever desired or on a routine
monthly basis, or
4. invest both dividends and optional cash investments.
Enrollment Forms will be processed as promptly as practicable after receipt by
the Agent. Participation in the Plan will begin after the properly completed
Enrollment Form has been reviewed and accepted by the Agent on or before the
20th day of the month.
Non-shareholders
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Eligible applicants must include with the Enrollment Form a minimum initial
investment of at least $250 but not more than $60,000, and the Enrollment Form
and initial investment must be submitted to the Agent by the 20th day of the
month. See "Initial Investments and Optional Cash Investments" below.
Shareholders
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Any shareholder of record of Common Stock may enroll and elect to participate in
the dividend reinvestment portion of the Plan with respect to all or any portion
of the shares of Common Stock currently owned by such shareholder or may make an
optional cash investment. To reinvest dividends, an Enrollment Form must be
received by the Agent on or before the 20th day of the month in which the
Company pays a dividend on its Common Stock. See "Dividends." To make an
optional cash investment, a participant must submit the optional cash investment
with the Enrollment Form to the Agent by the 20th day of the month. The holder
of Common Stock should sign the holder's name on the Enrollment Form exactly as
it appears on the certificates representing the shares of Common Stock. Any such
shareholder may change the level of participation in the Plan by following the
procedures described under the captions "Dividends" and "Methods of Initial
Investment and Optional Cash Investment" below.
"Street Name" Holders
----------------------
Any beneficial owner of Common Stock registered in the name of someone other
than such beneficial owner (for example, a broker or bank nominee) may
participate in the dividend reinvestment portion of the Plan by making
arrangements with the broker or bank to participate through the Depository Trust
Company Dividend Reinvestment Service. Brokers and bank nominees owning Common
Stock held at the Depository Trust Company may participate in the Plan through
such service. Other than through the Depository Trust Company Dividend
Reinvestment Service, broker-dealers, bank nominees, and investment companies
are not eligible to participate in the Plan.
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Dividends
Participants may elect (1) full reinvestment of dividends or (2) partial
reinvestment of dividends. An Enrollment Form must be received by the Agent on
or before the 20th day of the month in which the Company pays a dividend on its
Common Stock. Participation in the Plan will commence on the date such dividend
is paid. Traditionally, cash dividends on Common Stock have been paid on or
about the last day of March, June, September, and December. The payment of
dividends in the future and the amount of such payments, if any, will depend
upon the Company's earnings and such other factors as the Board of Directors
deems relevant. If your Enrollment Form is received after the 20th day, the cash
dividend payable to you in that month will be paid to you as usual, and your
participation in the Plan will begin with the next cash dividend payment. Once
the shares are enrolled in the dividend reinvestment portion of the Plan, the
shares will continue to participate in the Plan until the Agent is notified
otherwise.
Shares held in the Plan account will be automatically enrolled in dividend
reinvestment and will have all cash dividends reinvested in additional shares of
Common Stock, unless the participant affirmatively elects to receive cash
dividends.
If any participant chooses partial reinvestment, such participant must designate
on the Enrollment Form the number of whole shares to reinvest. Dividends paid on
all other shares registered in the participant's name will be paid in cash.
Participants who are beneficial owners of Common Stock registered in the name of
someone other than the participant may elect to reinvest dividends on Common
Stock by making arrangements with their broker or bank to participate on their
behalf through the Depository Trust Company Dividend Reinvestment Service.
Brokers and bank nominees owning Common Stock held at the Depository Trust
Company may participate in the Plan through such service on behalf of their
clients.
Reinvestment levels may be changed from time to time as a participant desires by
submitting a new Enrollment Form to the Agent. Participants through the
Depository Trust Company may change their reinvestment levels through such
service. To be effective with respect to a particular Common Stock dividend, any
such change in the reinvestment levels must be received by the Agent on or
before the 20th day of the month in which the Company pays a dividend on its
Common Stock.
Initial Investments and Optional Cash Investments
For those eligible applicants who are not record holders of Common Stock, an
initial investment of at least $250, but not more than $60,000, in the form of a
personal check or money order must be included with the completed Enrollment
Form and delivered to the Agent.
Participants may make optional cash investments by check, money order, or
automatic monthly deduction from a bank account. The minimum amount of any
optional cash investment must be at least $50 if by check, $25 if by monthly
automatic deduction from a bank account, and cannot cause the total investment
in any calendar year to exceed $60,000. An initial investment will be included
in determining the $60,000 per calendar year limitation. There is no obligation
to make an optional cash investment at any time, and the amount of such
investments may vary from time to time.
A participant must submit the initial investment and optional cash investments
to the Agent by the 20th day of the month, and the investment must be
accompanied by a signed Enrollment Form. If the initial investment or optional
cash investment is received by the Agent later than the 20th day of the month,
the investment will be held by the Agent and invested in the following month.
Upon a participant's written request received by the Agent no later than two (2)
business days prior to the 20th day of the month, an initial investment or
optional cash investment not already invested under the Plan will be cancelled
or returned to the participant, as appropriate. However, no refund of a check
will be made until the funds have been actually received by the Agent.
Accordingly, such refunds may be delayed several weeks from the original date of
the request.
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No interest will be paid on amounts held by the Agent pending investment.
Therefore, it is suggested that cash payments be sent no more than ten (10) days
before the 20th of the month. Reasonable mail delay time should be taken into
account so that receipt is on a timely basis. All initial investments and
optional cash investments are subject to collection by the Agent at full face
value in U.S. funds.
Officers and directors of the Company and ten percent owners of Common Stock may
be subject to certain restrictions from time to time with respect to optional
cash investments and should contact Company counsel with any questions.
Methods of Initial Investment and Optional Cash Investment
Check Investment
----------------
Initial investments and optional cash investments may be made by check or money
order payable in U.S. dollars to "Harris Trust and Savings Bank". Optional cash
investments (minimum of $50) may be mailed to the Agent together with the
Enrollment Form attached to each account statement sent to participants. The
initial investment and optional cash investment must be received by the 20th day
of the month.
Automatic Investment From a Bank Account
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Participants may make optional cash investments through automatic monthly
investments of a specified amount (not less than $25 per month up to a total of
$60,000 per calendar year) through an Automated Clearing House ("ACH")
withdrawal from a predesignated U.S. bank account.
To initiate automatic monthly deductions, the participant must complete and sign
the Automatic Monthly Deduction portion of the Enrollment Form and return it to
the Agent together with a voided blank check or savings deposit slip for the
account from which funds are to be drawn. Forms will be processed and will
become effective as promptly as practicable.
Once automatic monthly deductions are initiated, funds will be drawn from the
participant's designated bank account on or about the 20th of each month, or if
any such date falls on a weekend or holiday, funds will be drawn on the next
business day.
Participants may change or terminate automatic monthly deductions by completing
the Automatic Monthly Deduction portion of a new Enrollment Form and signing and
submitting the new Enrollment Form to the Agent by the 20th of the month.
Source, Price, and Number of Shares
Shares of Common Stock may be purchased by the Agent directly from the Company
or in open market transactions by a broker designated by the Agent. In its sole
discretion, the Company determines whether the Plan shares are purchased
directly from the Company or in the open market, but the Company cannot change
this determination more frequently than once every three (3) months.
In the event of an open market purchase, the timing of purchases is in the sole
discretion of the Agent subject to the terms of the Plan and applicable
requirements of federal securities laws. In making purchases of Common Stock,
the funds of a participant may be commingled by the Agent with those of other
participants. Accordingly, the price at which Common Stock will be purchased in
the open market for a participant's account will be the average price of all
Common Stock purchased under the Plan for all participants at such time. The
Agent will make every effort to invest available funds promptly, and in no event
more than (1) thirty (30) days after the Agent's receipt of a dividend or (2)
thirty-five (35) days after Agent's receipt of an optional cash investment or
initial cash investment; except where postponement is deemed necessary to comply
with applicable provisions of the federal securities laws.
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If open market purchases are not made, the shares purchased under the Plan will
be issued by the Company from its authorized but unissued shares. The price per
share of Common Stock purchased directly from the Company will be the average of
the high and low sale prices of the shares as reported on the Nasdaq National
Market tier of The Nasdaq Stock Market on the date of purchase. Shares will be
purchased on the dividend payment date. In months in which no dividend is paid,
the shares will be purchased from the Company on the 25th day of the month or
the next business day thereafter.
The number of shares to be purchased for your account will depend on the amount
of the cash dividend, the amount of any cash payments to be invested on that
date, and the price of the shares of Common Stock. Each participant's account
will be credited with that number of shares, including fractions computed to
four decimal places, equal to the total amount to be invested divided by the
applicable purchase price.
All administration costs of the Plan, including service costs of the Agent and
any brokerage fees, are paid by the Company. However, if a participant directs
the Agent to sell Plan shares, the participant must pay a brokerage commission
and any Agent handling charges.
Reports to Participants
After each purchase of shares to be held in a participant's Plan account, the
participant will receive a statement showing the amount invested, the amount of
dividends received, the purchase price, the number of shares purchased or
withdrawn, the total shares accumulated, and other information for each
transaction during the year. A quarterly statement will be sent to each
participant showing the shares held by the Agent for the participant, the number
of shares held by the participant in his or her name on which dividends are
being reinvested, and a history of the transactions for the current calendar
year. Each participant is responsible for retaining these statements in order to
establish the cost basis of shares purchased under the Plan for tax purposes.
Current duplicate statements will be available from the Agent. A fee may be
charged by the Agent for duplicate statements relating to previous years, if
available.
Each participant will receive the same communications sent to all other holders
of shares of Common Stock, including the Company's quarterly reports and annual
report to shareholders, a notice of the annual meeting and accompanying proxy
statement. In addition, each participant will receive an Internal Revenue
Service information return for reporting dividend income received if so
required.
All notices, statements, and reports from the Agent to a participant will be
addressed to the participant at the latest address of record with the Agent.
Therefore, participants should promptly notify the Agent of any change of
address.
Certificates for Shares
Shares purchased and held under the Plan will be held in safekeeping by the
Agent in its name or the name of its nominee. This serves to protect against
loss, theft, or destruction of stock certificates. The number of shares
(including fractional interests) held for a participant will be shown on his or
her statement of account. Participants may obtain a certificate for all or some
of the whole shares of Common Stock held in their Plan accounts by completing
the information on the reverse side of their statement or upon detailed written
request to the Agent. Any remaining whole or fractional shares will continue to
be held by the Agent.
Shares held by the Agent for the account of a participant may not be pledged. A
participant who wishes to pledge such shares must request that a certificate for
such shares be issued in his or her name.
Certificates for any number of whole shares credited to an account under the
Plan will be issued upon the written request of a participant. This request
should be mailed to:
ALLIED Group, Inc.
c/o Harris Trust and Savings Bank
Dividend Reinvestment Service
P.O. Box A3309
Chicago, Illinois 60690
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Sale of Shares
Participants may request the Agent to sell any number of whole shares held in
their Plan accounts by completing the information on the reverse side of their
account statement or by giving detailed written instructions to the Agent. Sales
are made every Tuesday and Thursday of each week (a "Sale Date"). The Agent will
make the sale beginning on the first Sale Date following receipt of the request.
The participant will receive the proceeds less applicable brokerage commissions
and any Agent handling charges. Proceeds of shares sold through the Plan will be
paid to the participant by check.
If instructions for the sale of shares are received on or after an ex-dividend
date but before the related dividend payment is made, the sale will be processed
as described above and a separate check for the dividends will be mailed
following the payment date. A request to sell all shares held in a participant's
account will be treated as a withdrawal from the Plan.
Sales will be made for the participant's account on the open market through a
securities broker designated by the Agent. The Agent may commingle each
participant's shares with those of other participants for the purpose of
executing sales resulting in a net sale of shares. The sale price for shares
sold for a participant will be credited at the average price per share of all
shares sold, with respect to that Sale Date.
Withdrawal and Closing a Plan Account
A participant may close a Plan account at any time by completing the information
on the reverse side of his or her statement or by giving detailed written
instructions to the Agent. Such notice should be sent to:
ALLIED Group, Inc.
c/o Harris Trust and Savings Bank
Dividend Reinvestment Service
P.O. Box A3309
Chicago, Illinois 60690
A participant's withdrawal takes effect when such notice is received by the
Agent; provided, however, that withdrawal notices received within ten (10) days
prior to a dividend record date will not take effect until completion of the
investment. Within thirty (30) days of withdrawal from the Plan, a certificate
for the whole shares held in the Plan for the participant will be issued.
Alternatively, a participant may specify in the withdrawal notice that all or a
portion of whole shares be sold. The Agent will make the sale beginning on the
next Sale Date after receipt of the withdrawal notice, and the participant will
receive a check for the proceeds, less any applicable brokerage commissions and
any Agent handling charges.
Participants closing a Plan account will receive a check for the cash value of
any fractional shares. Fractions of shares will be valued at the same price as
whole shares sold for a participant. See "Sale of Shares" above.
If notice of withdrawal is received on or after an ex-dividend date but before
the related dividend payment date, the withdrawal will be processed as described
above and a separate check for the dividends will be mailed following the
payment date.
No optional cash investments or dividend reinvestment may be made after
participation in the Plan has been terminated. In order to initiate
participation, the former participant must re-enroll in the Plan. See "Initial
Investments and Optional Cash Investments".
Termination of Participation
After advance written notice is mailed to the participant at the address
appearing on the Agent's records, the Company may terminate participation in the
Plan should the participant have five (5) shares or less of Common Stock in his
or her Plan account. A participant whose account in the Plan has been closed
will receive a certificate for the whole shares held in the participant's
account and a check for the cash value of any fractional share held in the Plan
accounts. Fractions of shares will be valued at the same effective price as
whole shares sold for a participant with respect to the next relevant Sale Date
as described under the caption "Sale of Shares" above.
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Certain Federal Tax Consequences of Participation in the Plan
The following is a summary of certain federal income tax consequences of
participating in the Plan. The tax consequences to a particular participant may
vary on account of individual circumstances. A participant should consult with
the participant's tax advisor for advice applicable to the participant's
particular situation.
The amount of cash dividends paid to a participant by the Company is considered
taxable income, even though reinvested through the Plan. Expenses and fees paid
for a participant by the Company will be included as dividend income, for tax
purposes, and these expenses and fees will be added to the cost basis of the
shares purchased through the Plan. The information return sent to a participant
and the Internal Revenue Service at year-end will show as dividend income the
amount of dividends reinvested through the Plan, as well as any of these fees
and expenses.
A participant will not realize any taxable income when the participant receives
certificates for whole shares credited to the participant's account. Gain or
loss will be recognized by the participant when the participant sells such whole
shares and will be recognized by a participant when a fractional share credited
to the participant's account is sold pursuant to the terms of the Plan.
Unless the participant provides the Agent with its social security or federal
taxpayer identification number, the participant will be subject to tax
withholding on dividend payments, and cash dividends will be reinvested or paid
in cash as directed, in either case net of applicable withholding taxes. For
foreign participants whose income is subject to federal income tax withholding,
the appropriate amount of tax will be withheld from dividends, and the balance
will be reinvested or paid in cash as directed by the participant.
Other Information
Stock Split or Stock Dividend
-----------------------------
Any dividends in Common Stock or split shares distributed by the Company on
shares held by the Agent for a participant's Plan account will be added to the
participant's account. Stock dividends or split shares distributed on shares
registered in a participant's name and held in certificated form will be mailed
directly to the participant in the same manner as to shareholders who are not
participating in the Plan.
Voting of Shares
----------------
Shares held in a Plan account (including fractional shares) may be voted in
person or by the proxy sent to the participant.
Limitation of Liability
-----------------------
Neither the Company nor the Agent (nor any of their respective agents,
representatives, employees, officers, directors, or subcontractors) will be
liable in administering the Plan for any act done in good faith or for any good
faith omission to act, including, without limitation, any claim of liability
arising from failure to terminate a participant's account upon such a
participant's death or with respect to the prices or times at which shares are
purchased or sold for participants. Participants cannot waive federal securities
law liability.
The participant will bear the risk of market price fluctuations whether shares
are purchased through the Plan or through securities market transactions. The
Company cannot guarantee that shares purchased under the Plan will at any
particular time be worth more or less than their purchase price.
Neither the Company nor the Agent can or does assure a participant of profit or
protection against a loss on the shares purchased under the Plan. The Plan does
not represent a change in the Company's dividend policy. Payment of dividends
will continue to depend on future earnings, financial requirements, and other
factors.
11
Adjustment in Authorized Shares
-------------------------------
In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, share combination, or other
change in the corporate structure of the Company affecting the shares, such
adjustment shall be made in the number of shares which may be delivered under
the Plan as may be determined to be appropriate and equitable (pro-rata) by the
Board of Directors of the Company, in its sole discretion, to prevent dilution
or enlargement of rights.
Change or Termination of the Plan
---------------------------------
The Company may suspend, modify, or terminate the Plan at any time in whole, in
part, or with respect to participants in one or more jurisdictions. Notice of
such suspension, modification or termination will be sent to all affected
participants. No such event will affect any shares then credited to a
participant's account. Upon any whole or partial termination of the Plan by the
Company, certificates for whole shares credited to an affected participant's
account under the Plan will be issued to the participant and a cash payment will
be made for any fraction of a share. Fractions of shares will be valued at the
same effective price as whole shares sold for a participant with respect to the
next relevant Sale Date as described under the caption "Sale of Shares" above.
The Company reserves the right to interpret and regulate the Plan as deemed
desirable or necessary in connection with the operation of the Plan and to
review in good faith the method of price calculation in order to correct
inequities and/or resolve questions of ambiguities of or in conflict with the
various provisions of the Plan. All transactions in connection with the Plan
shall be governed by the laws of the State of Iowa.
In the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.
Governing Law
-------------
The Plan shall be construed, administered, and governed in all respects under
the laws of the State of Iowa.
USE OF PROCEEDS
No proceeds will be realized by the Company when Plan shares are purchased on
the open market. The Company is unable to predict the number of shares of Common
Stock which will ultimately be sold under the Plan, the prices at which such
shares will be sold or the number of such shares, if any, that will be sold by
the Company from the Company's authorized but unissued shares of Common Stock.
Therefore, the Company cannot estimate the amount of proceeds to be received
from the sale of such shares. To the extent that shares of Common Stock are sold
from the Company's authorized but unissued shares of Common Stock, the proceeds
of such sales will be added to the general funds of the Company and will be used
for working capital, capital expenditures, and other general corporate purposes.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 7,500,000 shares of preferred stock, without
par value, and 40,000,000 shares of Common Stock, without par value. As of
December 12, 1996, the Company had issued and outstanding 1,827,222 shares of
6-3/4% Series Preferred Stock and 20,355,286 shares of Common Stock, held of
record by approximately 1,000 shareholders.
The holder of the outstanding 6-3/4% Series Preferred Stock is entitled to vote
on all matters submitted to a vote of the holders of the Common Stock of the
Company, voting together with the holders of Common Stock as one class. Each
share of 6-3/4% Series Preferred Stock is entitled to three votes for every two
shares, subject to anti-dilution adjustments, so long as it is held by ALLIED
Mutual or an affiliate or successor of ALLIED Mutual. The 6-3/4% Series
Preferred Stock has a cumulative annual dividend of $1.92375 per share which is
paid on a quarterly basis, and it ranks senior to the Common Stock as to the
payment of dividends. In the event of a liquidation of the Company, the holders
of the 6-3/4% Series Preferred Stock are entitled to receive $28.50 per share
plus accrued dividends prior to any distribution to the holders of Common Stock.
The 6-3/4% Series Preferred Stock is redeemable at any time after five years
from the date of any assignment or transfer to any person who is not an
affiliate or successor of ALLIED Mutual. Upon any assignment or transfer of the
6-3/4% Series Preferred Stock to any person who is not an affiliate or successor
of ALLIED Mutual, it ceases to have voting rights. The 6-3/4% Series Preferred
Stock has no preemptive rights and is not registered or traded.
12
Holders of Common Stock are entitled to one vote per share, voting together with
the outstanding 6-3/4% Series Preferred Stock as one class on all matters to be
voted on by shareholders including the election of directors. The approval of an
amendment to the Company's Articles of Incorporation which would change the
powers, preferences, or special rights of the 6-3/4% Series Preferred Stock
would require the affirmative vote of a majority of all classes voting as one
class and the affirmative vote of a majority of the class adversely affected,
voting separately. Voting is noncumulative. Consequently, the holders of in
excess of 50% of the combined voting power of the Common Stock and the
outstanding preferred stock will be able to elect all the Company's directors.
Holders of Common Stock are entitled to share ratably on a share-for-share basis
with respect to dividends when, as and if declared by the Board out of funds
legally available therefor, subject to the prior payment of all dividends
accrued on the 6-3/4% Series Preferred Stock. The holders of Common Stock are
entitled upon liquidation of the Company to share ratably on a share-for-share
basis in the net assets available for distribution, subject to the prior rights
of any 6-3/4% Series Preferred Stock then outstanding. All outstanding shares of
Common Stock are, and the shares of Common Stock offered by the Company hereby
will upon issuance and payment therefor be, fully paid and nonassessable. Shares
of Common Stock are not redeemable and have no preemptive or similar rights to
subscribe for additional shares.
LEGAL MATTERS
Certain legal matters in connection with the sale have been passed upon by
Davis, Brown, Koehn, Shors & Roberts, P.C., 2500 Financial Center, Des Moines,
Iowa 50309, and Cheryl M. Critelli, Associate Corporate Counsel, ALLIED Group,
Inc. Members of the firm of Davis, Brown, Koehn, Shors & Roberts, P.C. own an
aggregate of 16,350 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules of the Company and its
subsidiaries as of December 31, 1995 and 1994 and for each of the years in the
three-year period ended December 31, 1995, incorporated by reference herein and
elsewhere in the Registration Statement have been incorporated herein and in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Sections 851 and 856 of the Iowa Business Corporation Act provide that a
corporation has the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in a
manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe the individual's conduct was unlawful. The
foregoing indemnity provisions notwithstanding, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made to such
director or officer with respect to any matter as to which such individual has
been adjudged to be liable to the corporation unless, and only to the extent
that, the adjudicating court determines that indemnification is proper under the
circumstances.
Article X of Company's Articles of Incorporation provides that the Company shall
indemnify its directors to the fullest extent possible under the Iowa Business
Corporation Act. Article 8 of the Company's Bylaws extends the same indemnity to
its officers. Article X of the Articles also provides that no director shall be
liable to the Company or its stockholders for monetary damages for breach of the
individual's fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for any transaction in which the
director derived an improper personal benefit, or (iv) under the Iowa Business
Corporation Act provisions relating to improper distributions.
The Company maintains a directors' and officers' liability insurance policy to
insure against losses arising from claims made against its directors and
officers, subject to the limitation and conditions as set forth in the policies.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
13
================================================================================
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Registrant or any Underwriter. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby to any person or by anyone in any jurisdiction in which it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sales made hereunder shall, under any circumstances, create any implication that
the information contained herein is correct as of any date subsequent to the
date hereof.
TABLE OF CONTENTS
Page
Available Information......................................
Incorporation of Certain
Information by Reference...............................
The Company .............................................
Dividend Reinvestment and Stock
Purchase Plan
General .............................................
Purpose .............................................
Advantages to Participants...........................
Disadvantages to Participants........................
Administration.......................................
Eligibility..........................................
Enrollment Procedures................................
Non-shareholders................................
Shareholders....................................
"Street Name" Holders...........................
Dividends............................................
Initial Investments and
Optional Cash Investments.........................
Methods of Initial Investment
and Optional Cash Investment.......................
Check Investment................................
Automatic Investment From
a Bank Account..................................
Source, Price, and Number of Shares..................
Reports to Participants..............................
Certificates for Shares..............................
Sale of Shares.......................................
Withdrawal and Closing a
Plan Account......................................
Termination of Participation.........................
Certain Federal Tax Consequences
of Participation in the Plan......................
Other Information....................................
Stock Split or Stock Dividend ....................
Voting of Shares..................................
Limitation of Liability...........................
Adjustment in Authorized Shares...................
Change or Termination of
the Plan........................................
Governing Law.....................................
Use of Proceeds............................................
Description of Capital Stock...............................
Legal Matters
Experts .............................................
Indemnification for Securities
Act Liabilities........................................
================================================================================
14
===============================================================================
ALLIED Group, Inc.
Dividend Reinvestment
and
Stock Purchase Plan
Common Stock
ALLIED
GROUP
----------
PROSPECTUS
----------
_______, 1997
================================================================================
15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the estimated expenses to be incurred by the Company in
connection with the offering described in this registration statement.
Cost of printing $1,000.00
Legal fees, Blue Sky fees, and expenses 5,000.00
Accounting 1,000.00
---------
Total $7,000.00
Item 15. Indemnification of Directors and Officers.
The information contained in the Prospectus under the caption "Indemnification
for Securities Act Liabilities" is incorporated by reference herein.
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.*
*Filed with this Amendment
Item 17. Undertakings.
1. The undersigned registrant hereby undertakes:
a. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any
material change to such information in the registration statement.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
c. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange
Act of 1934; and, where interim financial information required to be
presented by Article 3 or Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide
such interim financial information.
16
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 amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Des Moines, State of Iowa, on December 19, 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
amendment to 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- December 19, 1996
- - --------------------------- Casualty)(Principal
Douglas L. Andersen Executive officer)
/s/ Jamie H. Shaffer President (Financial) December 19, 1996
- - --------------------------- and Treasurer
Jamie H. Shaffer (Principal Executive
Officer and Principal
Accounting Officer)
/s/ John E. Evans Chairman and Director December 19, 1996
- - ---------------------------
John E. Evans
/s/ James W. Callison Director December 19, 1996
- - ---------------------------
James W. Callison
/s/ Harold S. Carpenter Director December 19, 1996
- - ---------------------------
Harold S. Carpenter
/s/ Charles I. Colby Director December 19, 1996
- - ---------------------------
Charles I. Colby
/s/ Harold S. Evans Director December 19, 1996
- - ---------------------------
Harold S. Evans
/s/ Richard O. Jacobson Director December 19, 1996
- - ---------------------------
Richard O. Jacobson
/s/ John P. Taylor Director December 19, 1996
- - ---------------------------
John P. Taylor
/s/ William E. Timmons Director December 19, 1996
- - ---------------------------
William E. Timmons
/s/ Donald S. Willis Director December 19, 1996
- - ---------------------------
Donald S. Willis
17
EXHIBIT INDEX
Consecutive
Exhibit Page Number
------- -----------
23. (a) Consent of KPMG Peat Marwick LLP, 18
Independent Certified Public
Accountants.
(b) (1) Consent of Davis, Brown, 19
Koehn, Shors & Roberts,
P.C.
(2) Consent of Cheryl M. Critelli,
Associate Corporate Counsel,
ALLIED Group, Inc. 20