SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 TENDER OFFER STATEMENT (AMENDMENT NO. 3) PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ALLIED GROUP, INC. (NAME OF SUBJECT COMPANY) NATIONWIDE GROUP ACQUISITION CORPORATION NATIONWIDE MUTUAL INSURANCE COMPANY (Bidders) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 019220102 (CUSIP Number of Class of Securities) W. SIDNEY DRUEN SENIOR VICE PRESIDENT AND GENERAL COUNSEL NATIONWIDE MUTUAL INSURANCE COMPANY ONE NATIONWIDE PLAZA COLUMBUS, OHIO 43215 TELEPHONE: (614) 249-7111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) WITH A COPY TO: ERIC M. FOGEL, ESQ. HAROLD W. NATIONS, ESQ. HOLLEB & COFF 55 E. MONROE STREET, SUITE 4100 CHICAGO, ILLINOIS 60603 TELEPHONE: (312) 807-4600 This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission on May 19, 1998 by Nationwide Group Acquisition Corporation, an Ohio corporation and a wholly owned subsidiary of Nationwide Mutual Insurance Company, an Ohio mutual insurance company, to purchase all outstanding shares of common stock, no par value (the "Common Shares"), of Allied Group, Inc., an Iowa corporation, at a price of $47.00 per Common Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 19, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and the Schedule 14D-1. ITEM 2. IDENTITY AND BACKGROUND On May 28, 1998, Parent received a resignation from C. Ray Noecker, Director of the Parent. ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY On May 28, 1998, Purchaser and Parent entered into three (3) separate but virtually identical confidentiality agreements ("Confidentiality Agreements"), attached as Exhibits (g) 2, 3, and 4, with each of Company, Allied Mutual and Allied Life Financial Corporation ("Allied Life"). The Confidentiality Agreements provide, among other things, that nothing said or written during discussions held on or before June 2, 1998, may be discoverable or admissable in any court, administrative or arbitration proceeding, and will forever be kept confidential, expect as disclosure is required by applicable law. On May 28, 1998, representatives of Credit Suisse First Boston, financial advisors to Parent and Purchaser, Morgan Stanley & Co. Incorporated, financial advisors to Company, Donaldson Lufkin & Jenrette Securities Corporation, financial advisors to Allied Mutual, and Fox-Pitt Kelton, financial advisors to Allied Life, met in New York to discuss the Offer. Several other meetings and calls occurred among the financial advisors during May 29, 30 and 31. On June 1, Parent stated that it was prepared to increase the per share price of its Offer to $48.25 as part of a negotiated merger agreement. On June 1, Parent was notified that the Company's Board had determined that it was prepared in principle to recommend a transaction at that price, subject to negotiation of an acceptable transaction agreement. In addition, on June 1, Parent was informed that the independent committee of the Board of Allied Life was prepared in principle to recommend to the publicly-held shareholders a transaction at a per share price of $30.00, subject to negotiation of an acceptable transaction agreement. Also, on June 1, Parent offered to cause an extraordinary dividend of $110 million in cash to be paid to Allied Mutual Insurance Company's policyholders in connection with a proposed merger of Allied Mutual Insurance Company into Parent. Parent was notified that Allied Mutual was prepared in principle to recommend the transaction to its policyholders. Discussions between representatives of the Company, Allied Mutual and Allied Life and representatives of Nationwide are ongoing at this time regarding the terms of mutually acceptable agreements. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (g)(2) Confidentiality Agreement. (g)(3) Confidentiality Agreement. (g)(4) Confidentiality Agreement. SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 3, 1998 NATIONWIDE MUTUAL INSURANCE COMPANY By: /s/ David A. Diamond ---------------------------------------------------- Name: David A. Diamond Title: Vice President - Enterprise Controller NATIONWIDE GROUP ACQUISITION CORPORATION By: /s/ Mark B. Koogler ---------------------------------------------------- Name: Mark B. Koogler Title: Vice President - Associate General Counsel Exhibit (g)(2) CONFIDENTIALITY AGREEMENT This Agreement is entered by and among Allied Group, Inc. ("Allied Group"), Nationwide Mutual Insurance Company and Nationwide Group Acquisition Corporation (collectively, "Nationwide"), as of May 28, 1998. RECITALS WHEREAS, on May 19, 1998, Nationwide made a tender offer for all of the Common Stock of Allied Group at $47 per share; WHEREAS, on May 18, 1998, Nationwide filed a lawsuit against Allied Group, Allied Mutual Insurance Company ("Allied Mutual") and their directors, in the United States District Court for the Southern District of Iowa, under Case No. 4-98-CV-10280 (the "Litigation"); WHEREAS, the parties to this Agreement, their agents and representatives plan to meet on one or more occasions on or before June 2, 1998, (the "Meeting") to discuss resolving the Litigation and the terms upon which a possible transaction between the parties can take place on a consensual basis and in order to do so they have entered into this Agreement to facilitate those discussions; WITNESSETH NOW, THEREFORE, it is hereby agreed as follows: 1. Subject to the parties' rights to enforce this Agreement, nothing said or written by anyone at the Meeting shall be discoverable or admissible in the Litigation or in any court, administrative or arbitration proceeding to which the parties hereto are parties. 2. Subject to any legal obligations they may have, including those under federal and state securities laws, the parties hereto will forever keep confidential and not disclose to any third party the existence of the Meeting (unless and until the existence of the Meeting has previously been disclosed pursuant to applicable legal requirements), any offer, terms of any offer, rejections of any offer, or discussions regarding the economics or the structure of any proposed transaction discussed at the Meeting, except that the parties hereto may disclose such information to their directors, officers, employees, agents, representatives, attorneys, accountants, and financial advisors who need to know such information for the purpose of evaluating a transaction between Nationwide and Allied Group, so long as each recipient of this information, (a) is informed by the party disclosing it of the confidential nature of such information and (b) expressly agrees to treat such information confidentially in accordance with this Agreement. 3. If any of the parties hereto becomes (or it is reasonably likely that any of the parties hereto shall become) legally compelled to disclose any information that is required to be kept confidential under this Agreement, prompt notice of such fact shall be given to the other parties, so that any appropriate legal action may be taken to protect the confidentiality of such information. 4. Without prejudice to any other rights or remedies that any party hereto may have under this Agreement, each party acknowledges and agrees that damages would not be an adequate remedy for any breach of this Agreement and any party hereto shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement. 2 5. If any provision of this Agreement shall be held to be unenforceable, it shall not affect the enforceability of the remainder of this Agreement. 6. This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto. 7. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. ALLIED GROUP, INC. Date: 5-28-98 By: /s/ DOUGLAS L. ANDERSEN ----------- --------------------------------------------- Its: President --------------------------------------------- NATIONWIDE MUTUAL INSURANCE COMPANY Date: 5-28-98 By: /s/ MARK B. KOOGLER ----------- -------------------------------------------- Its: Vice President of Associate General Counsel -------------------------------------------- NATIONWIDE GROUP ACQUISITION CORPORATION Date: 5-28-98 By: /s/ MARK B. KOOGLER ----------- -------------------------------------------- Its: Vice President of Associate General Counsel -------------------------------------------- 3 Exhibit (g)(3) CONFIDENTIALITY AGREEMENT This Agreement is entered by and among Allied Mutual Insurance Company ("Allied Mutual"), Nationwide Mutual Insurance Company and Nationwide Group Acquisition Corporation (collectively, "Nationwide"), as of May 28, 1998. RECITALS WHEREAS, on May 19, 1998, Nationwide made a tender offer for all of the Common Stock of Allied Group at $47 per share; WHEREAS, on May 18, 1998, Nationwide filed a lawsuit against Allied Group, Inc., ("Allied Group") Allied Mutual and their directors, in the United States District Court for the Southern District of Iowa, under Case No. 4-98-CV-10280 (the "Litigation"); WHEREAS, the parties to this Agreement, their agents and representatives plan to meet on one or more occasions on or before June 2, 1998, (the "Meeting") to discuss resolving the Litigation and the terms upon which a possible transaction between the parties can take place on a consensual basis and in order to do so they have entered into this Agreement to facilitate those discussions; WITNESSETH NOW, THEREFORE, it is hereby agreed as follows; 1. Subject to the parties' rights to enforce this Agreement, nothing said or written by anyone at the Meeting shall be discoverable or admissable in the Litigation or in any court, administrative or arbitration proceeding to which the parties hereto are parties. 2. Subject to any legal obligations they may have, including those under federal and state securities laws, the parties hereto will forever keep confidential and not disclose to any third party the existence of the Meeting (unless and until the existence of the Meeting has previously been disclosed pursuant to applicable legal requirements), any offer, terms of any offer, rejections of any offer, or discussions regarding the economics or the structure of any proposed transaction discussed at the Meeting, except that the parties hereto may disclose such information to their directors, officers, employees, agents, representative, attorneys, accountants, and financial advisors who need to know such information for the purpose of evaluating a transaction between Nationwide and Allied Mutual, so long as each recipient of this information, (a) is informed by the party disclosing it of the confidential nature of such information and (b) expressly agreed to treat such information confidentially in accordance with this Agreement. 3. If any of the parties hereto becomes (or it is reasonably likely that any of the parties hereto shall become) legally compelled to disclose any information that is required to be kept confidential under this Agreement, prompt notice of such fact shall be given to the other parties, so that any appropriate legal action may be taken to protect the confidentiality of such information. 4. Without prejudice to any other rights or remedies that any party hereto may have under this Agreement, each party acknowledges and agrees that damages would not be an adequate remedy for any breach of this Agreement and any party hereto shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement. 2 5. If any provisions of this Agreement shall be held to be unenforceable, it shall not affect the enforceability of the remainder of this Agreement. 6. This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto. 7. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. ALLIED MUTUAL INSURANCE COMPANY Date: 5-28-98 By: /s/ DOUGLAS L. ANDERSEN ---------- ------------------------------------------ Its: President ------------------------------------------ NATIONWIDE MUTUAL INSURANCE COMPANY Date: 5-28-98 By: /s/ MARK B. KOOGLER ---------- -------------------------------------------- Its: Vice President of Associate General Council -------------------------------------------- NATIONWIDE GROUP ACQUISITION CORPORATION Date: 5-28-98 By: /s/ MARK B. KOOGLER ---------- -------------------------------------------- Its: Vice President of Associate General Council -------------------------------------------- 3 Exhibit (g)(4) CONFIDENTIALITY AGREEMENT This Agreement is entered by and among Allied Life Financial Corporation ("Allied Life"), Nationwide Mutual Insurance Company and Nationwide Group Acquisition Corporation (collectively, "Nationwide"), as of May 28, 1998. RECITALS WHEREAS, on May 19, 1998, Nationwide made a tender offer for all of the Common Stock of Allied Group at $47 per share: WHEREAS, on May 18, 1998, Nationwide filed a lawsuit against Allied Group, Inc., ("Allied Group") Allied Mutual Insurance Company and their directors, in the United States District Court for the Southern District of Iowa, under Case No. 4-98-CV-10280 (the "Litigation"); WHEREAS, the parties to this Agreement, their agents and representatives plan to meet on one or more occasions on or before June 2, 1998, (the "Meeting") to discuss resolving the Litigation and the terms upon which a possible transaction between the parties can take place on a consensual basis and in order to do so they have entered into this Agreement to facilitate those discussions; WITNESSETH NOW, THEREFORE, it is hereby agreed as follows: 1. Subject to the parties' rights to enforce this Agreement, nothing said or written by anyone at the Meeting shall be discoverable or admissible in the Litigation or in any court, administrative or arbitration proceeding to which the parties hereto are parties. 2. Subject to any legal obligations they may have, including those under federal and state securities laws, the parties hereto will forever keep confidential and not disclose to any third party the existence of the Meeting (unless and until the existence of the Meeting has previously been disclosed pursuant to applicable legal requirements), any offer, terms of any offer, rejections of any offer, or discussions regarding the economics or the structure of any proposed transaction discussed at the Meeting, except that the parties hereto may disclose such information to their directors, officers, employees, agents, representatives, attorneys, accountants, and financial advisors who need to know such information for the purpose of evaluating a transaction between Nationwide and Allied Life, so long as each recipient of this information, (a) is informed by the party disclosing it of the confidential nature of such information and (b) expressly agrees to treat such information confidentially in accordance with this Agreement. 3. If any of the parties hereto becomes (or it is reasonably likely that any of the parties hereto shall become) legally compelled to disclose any information that is required to be kept confidential under this Agreement, prompt notice of such fact shall be given to the other parties, so that any appropriate legal action may be taken to protect the confidentiality of such information. 4. Without prejudice to any other rights or remedies that any party hereto may have under this Agreement, each party acknowledges and agrees that damages would not be an adequate remedy for any breach of this Agreement and any party hereto shall be entitled to 2 the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement. 5. If any provision of this Agreement shall be held to be unenforceable, it shall not affect the enforceability of the remainder of this Agreement. 6. This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto. 7. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. ALLIED LIFE FINANCIAL CORPORATION Date: 5-28-98 By: /s/ DOUGLAS L. ANDERSEN ------------- -------------------------------------------- Its: President -------------------------------------------- NATIONWIDE MUTUAL INSURANCE COMPANY Date: 5-28-98 By: /s/ MARK B. KOOGLER ------------- -------------------------------------------- Its: Vice President of Associate General Counsel -------------------------------------------- NATIONWIDE GROUP ACQUISITION CORPORATION Date: 5-28-98 By: /s/ MARK B. KOOGLER ------------- -------------------------------------------- Its: Vice President of Associate General Counsel -------------------------------------------- 3 -----END PRIVACY-ENHANCED ME