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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
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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.
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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/ XXXXXXX X. XXXXXXXX
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Its: President
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NATIONWIDE MUTUAL INSURANCE COMPANY
Date: 5-28-98 By: /s/ XXXX X. XXXXXXX
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Its: Vice President of Associate General Council
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NATIONWIDE GROUP ACQUISITION CORPORATION
Date: 5-28-98 By: /s/ XXXX X. XXXXXXX
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Its: Vice President of Associate General Council
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