SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 TENDER OFFER STATEMENT (AMENDMENT NO. 1) 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. The date on which Mr. McFerson telephoned Mr. Evans to express Parent's renewed interest in exploring the possibility of a transaction between Parent and Allied was May 4, 1998, not May 1, 1998. See Offer to Purchase, Section 11 - "Background of the Offer; Contacts with the Company," p. 17. All of the other information set forth under "Background of the Offer; Contacts with the Company" in the Offer to Purchase is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. On May 15, 1998, the wife of C. Ray Noecker, a director of Nationwide Mutual Insurance Company, purchased for the benefit of their daughter 100 shares of Allied Group, Inc. common stock at a price of $27.625 per share, through a joint account of the Noeckers. On May 26, 1998, all such shares were sold at a price of $41.50 per share. The transactions were effected through a brokerage firm. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(22) Text of Des Moines TV Spot Ad. (a)(23) Text of commercial: "Pass It On." (a)(24) Letter to Allied Group, Inc. from Nationwide Mutual Insurance Company and Nationwide Group Acquisition Corporation giving advance notice of intent to file Proxy Statement and reiterating desire to negotiate a "friendly" merger. 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: May 28, 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 (a)(22) [DES MOINES TV SPOT AD] "There's a new name in personal insurance coming to Des Moines. We're Nationwide Insurance...the country's fourth largest auto insurer, with an A+ rating, and a 72 year history of great customer service, ethical management, and a great employee group. You may also know us as Farmland Insurance and Wausau. We've been around a long time, but we're ready to build a new presence in Des Moines. We're Nationwide...we're on your side.": Exhibit (a)(23) "PASS IT ON" :60 (Background Sound Effects: "City Street/Traffic") - ------------------------------------------------- Man (whispering): Pssst... lady... a new name in personal insurance is coming to Des Moines... pass it on. Woman: Who? Man: You! Woman: No... who's coming to town? Man: Oh. Nationwide Insurance. Woman: Nationwide Insurance is coming to Des Moines? Wow! I had my home and car insured with them when I lived back East. Man (sarcastically): Lucky you. Woman: Hey, Mr. Smarty Pants... I bet you don't know that Nationwide is the country's fourth largest auto insurer. Or that they've been providing great customer service for 72 years. Man (monotone): Anything else? Woman: Only that Nationwide has an A+ financial rating, not to mention their super reputation for being a great place to work and you can trust them. Plus, did I mention Farmland Insurance and Wausau are part of the Nationwide family? Man: Okay... are you ready to pass it on now? Woman: Pass what on? Man: Geesh! Jingle Chorus: Nationwide is on your side! Exhibit (a)(24) HOME OFFICE: ONE NATIONWIDE PLAZA [LOGO] NATIONWIDE COLUMBUS, OH 43215-2220 INSURANCE May 21, 1998 Via Overnight Delivery - ---------------------- Allied Group, Inc. Board of Directors 701 Fifth Avenue Des Moines, IA 50391 Dear Members of the Board: We are writing to give you advance notice that Nationwide Mutual Insurance Company and Nationwide Group Acquisition Corporation (together, "Nationwide"), in furtherance of their recent tender offer for all of the outstanding shares of common stock of Allied Group, Inc., intend to file a Proxy Statement that proposes: 1. calling a special meeting of shareholders; 2. removing the members of Allied Group, Inc.'s Board of Directors; and 3. electing new directors who support Nationwide's tender offer and proposed second-step merger. We caution you against implementing obstacles that would frustrate Allied Group, Inc.'s shareholders from reaping the benefits of our tender offer. Nationwide again reiterates its desire to negotiate a "friendly" merger, but believes it must take these steps in order to assure itself that the proposed merger will take place, either with or without the current Board's consent. Yours truly, NATIONWIDE MUTUAL INSURANCE COMPANY /s/ David A. Diamond David A. Diamond Vice President-Enterprise Controller NATIONWIDE GROUP ACQUISITION CORPORATION /s/ Mark B. Koogler Mark B. Koogler Vice President and Associate General Counsel NATIONWIDE MUTUAL INSURANCE COMPANY NATIONWIDE MUTUAL FIRE INSURANCE COMPANY NATIONWIDE LIFE INSURANCE COMPANY NATIONWIDE GENERAL INSURANCE COMPANY NATIONWIDE PROPERTY AND CASUALTY INSURANCE COMPANY HOME OFFICE: COLUMBUS, OHIO cc: Douglas Andersen James Callison Harold Carpenter Charles Colby Harold Evans John Evans Richard Jacobson John Taylor William Timmons Donald Willis -----END PRIVACY-ENHANCED MESSAGE----