As filed with the Commission on July 31, 1997
Registration No. 333-31003
===================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
MERIDIAN INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1689161
(State or other jurisdiction (I.R.S. Employer
of incorporation Identification No.)
or organization)
2955 NORTH MERIDIAN STREET 46206-1980
POST OFFICE BOX 1980 (Zip Code)
INDIANAPOLIS, INDIANA
(Address of Principal
Executive Offices)
____________
STOCK OPTION AGREEMENT DATED AS OF JULY 31, 1996
BY AND BETWEEN MERIDIAN INSURANCE GROUP, INC.
AND SCOTT S. BROUGHTON
AND
STOCK OPTION AGREEMENT DATED AS OF JULY 31, 1996
BY AND BETWEEN MERIDIAN INSURANCE GROUP, INC.
AND SPENCER A. BROUGHTON
(Full title of the plans)
J. MARK MCKINZIE
MERIDIAN INSURANCE GROUP, INC.
2955 NORTH MERIDIAN STREET
POST OFFICE BOX 1980
INDIANAPOLIS, INDIANA 46206-1980
(Name and address of agent for service)
(317) 931-7271
(Telephone number, including area code, of agent for service)
COPIES TO:
Tibor D. Klopfer
Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Amount of
to be Registered Registered* Offering Price Per MaximumAggregate Registration Fee*
Share* Offering Price*
<S> <C> <C> <C> <C>
Common Shares, 40,000 Shares $14.125 $565,000$172**
without par value
</TABLE>
* Calculated pursuant to Rule 457(h) based upon the exercise price for the
options granted under the plans, which is $14.125 per Common Share.
** Previously paid
<PAGE>
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
Registration Statement Under
The Securities Act of 1933
MERIDIAN INSURANCE GROUP, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-K for the year ended December 31,
1996 (File No. 0-11413), and the information set forth under the caption
"Description of Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") (File No. 0-11413),
including any amendments or reports filed for the purpose of updating such
description, are incorporated herein by reference. All other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year for which audited financial statements are contained in the
annual report described above are incorporated herein by reference. All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents with the Commission. The Company will
promptly provide without charge to each person to whom a prospectus is
delivered, a copy of any or all information that has been incorporated
herein by reference (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically
incorporated by reference into such information), upon the written or oral
request of such person directed to the Secretary of the Company at its
principal offices, 2955 North Meridian Street, P.O. Box 1980, Indianapolis,
Indiana 46206.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chapter 37 of the Indiana Business Corporation Law empowers a
corporation to indemnify any individual who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or,
while a director of a corporation, is or was serving at the request of the
corporation as a director, officer, partner, member, manager, trustee,
employee or agent of another foreign or domestic corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or
other enterprise, whether for profit or not, against reasonable expenses
(including counsel fees), judgments, fines (including any excise tax
assessed with respect to an employee benefit plan), penalties and amounts
paid in settlement incurred by him in connection with such action, suit or
proceeding (i) if he acted in good faith, and (ii) in the case of conduct
in his official capacity with the corporation, if he reasonably believed
his conduct was in the best interests of the corporation or, in all other
cases, if he reasonably believed his conduct was at least not opposed to
the best interests of the corporation (or with respect to an employee
benefit plan, if he reasonably believed his conduct was in the interests of
the participants in and beneficiaries of the plan), and (iii) with respect
to any criminal action or proceeding, if he had reasonable cause to believe
his conduct was lawful or no reasonable cause to believe his conduct was
unlawful.
Chapter 37 further provides that a corporation shall, unless limited by
its articles of incorporation, indemnify a director or officer who was
wholly successful, on the merits or otherwise, in the defense of any
action, suit or proceeding to which he was a party because he is or was a
director or officer of the corporation against reasonable expenses incurred
by him in connection therewith. Chapter 37 expressly states that the
indemnification thereby provided does not exclude any other rights to
indemnification to which a person may be entitled. Chapter 37 empowers a
corporation to purchase and maintain insurance on behalf of an individual
who is or was a director, officer, employee or agent of the corporation, or
who, while a director, officer, employee or agent of the corporation, is or
was serving at the request of the corporation as a director, officer,
partner, member, manager, trustee, employee or agent of another foreign or
domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise, against
liability asserted against or incurred by the individual in that capacity
or arising from the individual's status as a director, officer, employee or
agent, whether or not the corporation would have power to indemnify the
individual against the same liability under Chapter 37. Finally, Chapter
37 empowers a corporation, under certain circumstances, to advance to an
individual expenses incurred in connection with an action, suit or
proceeding prior to the final disposition thereof; and empowers a court of
competent jurisdiction, in certain cases, to order indemnification of a
director or officer irrespective of whether the director or officer met the
standards of conduct set forth above.
Reference is made to Section 7.01 of Article VII of the Restated
Articles of Incorporation of the registrant concerning indemnification of
directors and officers.
The registrant has obtained directors' and officers' liability
insurance, the effect of which is to indemnify the directors and officers
of the registrant against certain losses caused by an error, misstatement
or misleading statement, wrongful act, omission, neglect or breach of duty
by them or any matter claimed against them in their capacities as directors
and officers.
ITEM 8. EXHIBITS
The list of Exhibits is incorporated herein by reference to the Index to
Exhibits at page 8.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), 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.
(3) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
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 Exchange
Act; and, where interim financial information required to be presented by
Article 3 of 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
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-8 and has duly caused
this amendment to the registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Indianapolis,
State of Indiana, on July 29, 1997.
MERIDIAN INSURANCE GROUP, INC.
By: /S/ NORMA J. OMAN
Norma J. Oman,
President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below hereby constitutes Norma J. Oman and Steven R. Hazelbaker,
and each of them singly, such person's true and lawful attorneys, with full
power to them and each of them to sign for such person and in such person's
name and capacity indicated below, any and all amendments to this
registration statement, hereby ratifying and confirming such person's
signature as it may be signed by said attorneys to any and all amendments.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ NORMA J. OMAN President, Chief Executive July 29, 1997
Norma J. Oman Officer and Director (Principal
Executive Officer)
/S/ STEVEN R. HAZELBAKER* Vice President, Chief Financial July 29, 1997
Steven R. Hazelbaker Officer and Treasurer (Principal
Financial and Accounting
Officer)
Director July _, 1997
Joseph D. Barnette, Jr.
Director July _, 1997
John T. Hackett
Director July _, 1997
Ramon L. Humke
/S/ SARAH W. ROWLAND * Director July 29, 1997
Sarah W. Rowland
/S/ VAN P. SMITH * Director July 29, 1997
Van P. Smith
/S/ HAROLD C. MCCARTHY * Director July 29, 1997
Harold C. McCarthy
/S/ THOMAS H. SAMS * Director July 29, 1997
Thomas H. Sams
/S/ DAVID M. KIRR * Director July 29, 1997
David M. Kirr
July _, 1997
Scott S. Broughton
*By /S/ NORMA J. OMAN July 29, 1997
Norma J. Oman, Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
4(A) Option Agreement dated as of July 31, 1996 by and between the
Registrant and Scott S. Broughton (Incorporated by reference to
Exhibit 10.43 to the Registrant's Form 10-K for the fiscal year
ended December 31, 1996 (File No. 000-15852))
*4(B) Option Agreement dated as of July 31, 1996 by and between the
Registrant and Spencer A. Broughton
*5 Opinion of Baker & Daniels as to the legality of the securities
being registered
23 (A) Written Consent of Coopers & Lybrand, L.L.P.
*23 (B) Written Consent of Baker & Daniels (contained in their opinion
filed as Exhibit 5)
</TABLE>
* Filed with this Amendment
EXHIBIT 4(B)
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (this "Agreement") is made and entered
into as of July 31, 1996, by and between MERIDIAN INSURANCE GROUP, INC., an
Indiana corporation (the "Company"), and SPENCER A. BROUGHTON
("Broughton").
RECITALS
A. Broughton is and has been a key management employee of Citizens
Security Group Inc., a Minnesota corporation ("Citizens") and of its
affiliates.
B. The Company has entered into an Acquisition and Affiliation
Agreement dated as of March 20, 1996 (the "Acquisition and Affiliation
Agreement"), pursuant to which (1) Meridian Acquisition Corporation, an
indirect wholly-owned subsidiary of the Company has been merged with and
into Citizens (the "Merger") with the result that Citizens and its wholly-
owned subsidiaries, Citizens Fund Insurance Company and Insurance Company
of Ohio, have become indirect wholly-owned subsidiaries of the Company, and
(2) Citizens Security Mutual Insurance Company has become affiliated with
the Company.
C. In connection with the Merger and the Acquisition Agreement,
Broughton has entered into a Consulting Services Agreement with the Company
which, among other matters, provides for the grant to Broughton of an
option to purchase shares of common stock of the Company, as provided
herein.
AGREEMENT
In consideration of the premises and the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Broughton
agree as follows:
SECTION 1. GRANT OF OPTION. Upon and subject to the terms and
conditions set forth herein, the Company hereby grants to Broughton an
option (the "Option") to purchase up to Twenty Thousand (20,000) shares
(the "Shares") of the common stock of the Company (the "Common Stock"), at
a per share exercise price (the "Exercise Price") equal to $14.125.
SECTION 2. TIME OF EXERCISE OF OPTION. The Option shall become
exercisable (i) 25% on the first anniversary of the Effective Time, as such
term is defined in the Acquisition and Affiliation Agreement, and (ii) an
additional 25% on each of the second, third and fourth anniversary of the
Effective Time. In addition, in the event of Broughton's death prior to
the fourth anniversary of the Effective Time, the Option shall become
immediately exercisable in full. The Option shall expire on and shall not
be exercisable after the earlier of: (a) the date ninety days following
Broughton's death, or (b) the tenth anniversary of the Effective Time.
SECTION 3. METHOD OF EXERCISE; RESTRICTIONS. (a) To the extent
provided by Section 2 above, the Option may be exercised in whole or in
part (subject to Section 3(c) below), from time to time, by presentation
and surrender of this Agreement to the Company at its principal office,
together with an Option Exercise Form substantially in the form attached
hereto as EXHIBIT A, duly completed and executed for purchase of the
designated number of shares of Common Stock accompanied by payment of the
Exercise Price due in connection with such exercise.
(b) The Exercise Price shall be paid in cash (including certified or
cashier's check).
(c) If the Option shall have been exercised in part, the Company
shall, at the time of delivery of the certificates representing the Shares
issuable pursuant to such partial exercise, make appropriate notation of
the partial exercise of the Option on the face of this Agreement and return
this Agreement to Broughton.
(d) The Company shall make prompt delivery of the certificate(s)
representing the Shares purchased pursuant to the Option; provided,
however, that if any law or regulation requires the Company to take any
action with respect to such Shares before the issuance thereof, then the
date of delivery of such certificate shall be extended for the period
necessary to take such action.
SECTION 4. RESTRICTIONS ON TRANSFER. The Option is not transferable
by Broughton, except to his estate upon his death. During Broughton's
lifetime the Option is exercisable only by him, and following Broughton's
death the Option is exercisable only by his personal representative, to the
extent provided in Section 2. Broughton or his estate shall have no rights
in any of the Shares or otherwise as a shareholder of the Company by virtue
hereof until payment of the Exercise Price and delivery of such Shares as
herein provided. The Option and the rights granted hereunder shall not be
pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment, or similar
process. Upon any attempt to transfer, assign, pledge, hypothecate, or
otherwise dispose of the Option or any right granted hereunder or such
rights contrary to the provisions hereof, or upon the levy of any
attachment or similar process upon the Option or any such rights, this
Agreement, the Option and such rights shall immediately and automatically
become null and void and of no further force or effect.
SECTION 5. ADJUSTMENTS. In order to prevent dilution of the rights
granted under the Option, the Exercise Price will be subject to adjustment
from time to time as provided in this Section 5 (such price or such price
as last adjusted pursuant to the terms hereof, as the case may be,
thereafter constituting the "Exercise Price" for all purposes), and the
number of shares of Common Stock obtainable upon exercise of the Option (or
part thereof), will be subject to adjustment from time to time as provided
in this Section 5:
(a) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company,
at any time prior to last date on which the Option may be
exercised, declares any stock dividend or subdivides (by any
stock split, recapitalization or otherwise) its outstanding
shares of Common Stock into a greater number of shares, the
number of shares of Common Stock obtainable upon exercise of the
Option will be proportionately increased and the per share
Exercise Price shall be proportionately decreased. If the
Company at any time prior to the exercise of the Option combines
(by reverse stock split or otherwise) its outstanding shares of
Common Stock into a smaller number of shares, the number of
shares of Common Stock obtainable upon exercise of the Option
will be proportionately decreased and the per share Exercise
Price shall be proportionately increased.
(b) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE. Any capital reorganization, reclassification,
consolidation, merger, share exchange, sale of all or
substantially all of the Company's assets to another person or
similar transaction which is effected in such a way that holders
of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets, including
cash, with respect to or in exchange for Common Stock is referred
to herein as an "Organic Change." Prior to the consummation of
any Organic Change, the Company will, at the Company's sole
election, either: (i) make appropriate provisions to allow this
Option to be exercised in full immediately prior to the Organic
Change; (ii) make appropriate provisions to ensure that Broughton
will, upon consummation of the Organic Change, receive the
economic benefit of the Option, as though the Option were
exercisable in full at that time; or (iii) make appropriate
provisions to ensure that Broughton will, after consummation of
the Organic Change, have the right to acquire and receive in lieu
of the shares of Common Stock immediately theretofore acquirable
and receivable upon the exercise of the Option, such shares of
stock, securities or assets, including cash, as may be issued or
payable pursuant to the terms of the transaction constituting the
Organic Change with respect to or in exchange for the number of
shares of Common Stock immediately theretofore acquirable and
receivable upon exercise of the Option had such Organic Change
not taken place. In any such case, upon consummation of the
Organic Change, the Option shall cease to be exercisable for
shares of Common Stock.
SECTION 6. NOTICE OF ADJUSTMENT. On the happening of an event
requiring an adjustment of the Exercise Price or the number or kind of
securities or other property purchasable hereunder, the Company shall
forthwith give written notice to Broughton stating the adjusted Exercise
Price and the adjusted number and kind of securities or other property
purchasable hereunder resulting from the event and setting forth in
reasonable detail the method of calculation and the facts upon which the
calculation is based. The Board of Directors of the Company, acting in
good faith, shall determine the calculation and all other matters relating
to any adjustment provided for under Section 5, which determination shall
be binding upon Broughton.
SECTION 7. REGISTRATION STATEMENT ON FORM S-8. Prior to the first
date on which the Option becomes exercisable and until the last date of the
term of the Option (or such earlier date on which all Option Shares have
been acquired), the Company shall use good faith efforts to file with the
Securities and Exchange Commission and maintain the effectiveness of a
Registration Statement on Form S-8 (or such other substantially similar
form as may then be available to the Company for the registration of the
Option Shares) for the purpose of registering the Option Shares under the
Securities Act of 1933, as amended; provided, however, that the Company's
obligations pursuant to this Section 7 are expressly conditioned upon its
ability or eligibility to use a Registration Statement on Form S-8 (or a
substantially similar form) to register the Option Shares. The expenses of
registering the Option Shares pursuant hereto shall be borne by the
Company.
SECTION 8. ENDORSEMENT ON SHARE CERTIFICATES. In the event Broughton
exercises the Option at a time when the Shares are not registered under the
Securities Act of 1933 as contemplated by Section 7 above, the certificate
representing such Shares shall be required to bear a legend in
substantially the following form:
"The shares represented by this certificate have not been
registered under the federal Securities Act of 1933 or the
securities laws of any state and have been issued and sold in
reliance upon certain exemptive provisions of such laws. Such
shares may not be sold or transferred except if, in the opinion
of counsel reasonably acceptable to the Company, any such sale or
transfer would be pursuant to an effective registration statement
under the applicable state and federal securities laws or
pursuant to an exemption from such registration."
SECTION 9. BINDING EFFECT. This Agreement shall be binding upon and
shall inure to the benefit of the Company and Broughton and their
respective heirs, personal representatives, successors and assigns;
provided that the assignment of this Agreement by Broughton is expressly
prohibited pursuant to Section 4 above.
SECTION 10. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the internal laws of the State of Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed effective as of the day and year first above written.
"COMPANY"
MERIDIAN INSURANCE GROUP, INC.
By: /S/ NORMA J. OMAN
Norma J. Oman, President and
Chief Executive Officer
BROUGHTON AFFIRMS THAT HE HAS READ AND UNDERSTANDS THE CONTENTS OF
THIS AGREEMENT AND THAT HE ACCEPTS THE OPTION ON THE TERMS AND CONDITIONS
SET FORTH HEREIN.
"BROUGHTON"
/S/ SPENCER A. BROUGHTON
Spencer A. Broughton
Social Security Number
Address:
<PAGE>
EXHIBIT A
TO
STOCK OPTION AGREEMENT
OPTION EXERCISE FORM
Meridian Insurance Group, Inc.
2955 North Meridian Street
Indianapolis, Indiana 46208
Reference is hereby made to that certain Stock Option Agreement dated
July 31, 1996, between Meridian Insurance Group, Inc. and Spencer A.
Broughton (the "Agreement"). Capitalized terms used herein shall have the
meanings ascribed in the Agreement.
The undersigned hereby:
1.Irrevocably subscribes for _______ Shares of Common Stock of the
Company at the Exercise Price (as defined in the Agreement) and encloses
payment herewith in the amount of $__________.
2.Acknowledges that such Shares shall be issued by the Company pursuant
to, and subject to the terms of the Agreement.
3.[IF NEEDED] Acknowledges that he is acquiring the Shares for
investment solely for his own account and not with a view to distribution
or resale thereof, and that he is familiar with the business and affairs of
the Company and has reviewed all such financial information and other
materials and information as he has deemed desirable in connection with his
purchase of the Shares.
4.[IF NEEDED] Acknowledges and agrees that such Shares shall bear a
legend substantially similar to that described in the Agreement.
5.Represents and warrants that he is the sole holder of the Option, that
the Option is outstanding, unexpired and unexercised to the extent
necessary for this exercise, and that the exercise of the Option hereby is
in full compliance with the terms of the Agreement.
6.[IF A PARTIAL EXERCISE] Herewith surrenders to the Company the
Agreement for notation of the partial exercise of the Option, subject to
return to the undersigned upon such notation.
7.Requests that a certificate for such Shares of Common Stock be issued
in the name of the undersigned and delivered to the undersigned at the
address set forth below.
Date: ____________________
Spencer A. Broughton
Social Security Number
Address:
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, IN 46204
(317) 237-0300
July 9, 1997
Meridian Insurance Group, Inc.
2955 North Meridian Street
Post Office Box 1980
Indianapolis, Indiana 46206-1980
Ladies and Gentlemen:
We have examined the corporate records and proceedings of Meridian
Insurance Group, Inc., an Indiana corporation (the "Company"), with respect
to (a) the corporate existence of the Company, and (b) the legal
sufficiency of all corporate proceedings of the Company taken in connection
with the authorization, reservation for issuance, validity and
nonassessability of the 40,000 Common Shares, without par value, of the
Company ("Common Shares"), that may be issued under the Option Agreement
dated as of July 31, 1996, by and between the Company and Scott S.
Broughton and the Option Agreement dated as of July 31, 1996, by and
between the Company and Spencer A. Broughton (the "Agreements"), pursuant
to the Company's Registration Statement on Form S-8 (the "Registration
Statement"), in connection with which this opinion is given.
As to facts relevant to the opinions expressed herein, we have relied
upon certificates, statements or representations of officers of the
Company, public officials and others, without any independent verification
thereof. The law covered by the opinions expressed herein is limited to
the federal law of the United States and the law of the State of Indiana.
Based upon the foregoing, we are of the opinion that:
1. The Company is existing as a corporation under the laws of
the State of Indiana.
2. When the Registration Statement shall have become effective
and the Common Shares offered pursuant thereto have been
issued and sold in accordance with the terms of the
Agreements, such shares will be validly authorized, legally
issued, and fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we
come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933 or the rules or regulations of the
Securities and Exchange Commission thereunder.
Yours very truly,
BAKER & DANIELS
By: /S/ TIBOR D. KLOPFER
Tibor D. Klopfer
