As filed with the Commission on _________Registration No.333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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 of (I.R.S.Employer
incorporation or organization) Identification No.)
2955 North Meridian Street
Post Office Box 1980
Indianapolis, Indiana 46206-1980
(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
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
______________________________________________________________________
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Rgistered* Per Share* Offering Fee*
Common Shares,
Without Par 40,000
Value Shares $14.125 $565,000 $172
*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.
__________________________________________________________
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 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;
(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.
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
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Indianapolis, State of Indiana, on July 9, 1997.
MERIDIAN INSURANCE GROUP,INC.
By:__________________________
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.
Signature Title Date
___________________ President, Chief Executive _______ __, 1997
Norma J. Oman Officer and Director
Principal Executive Officer)
___________________ Vice President, Chief ________ __, 1997
Steven R. Hazelbaker Financial Officer
and Treasurer (Principal
Financial and Accounting Officer)
___________________ Director ________ __, 1997
Joseph D. Barnette, Jr.
___________________ Director ________ __, 1997
John T. Hackett
___________________ Director ________ __, 1997
Ramon L. Humke
___________________ Director ________ __, 1997
Sarah W. Rowland
___________________ Director ________ __, 1997
Van P. Smith
___________________ Director ________ __, 1997
Harold C. McCarthy
___________________ Director ________ __, 1997
Thomas H. Sams
___________________ Director ________ __, 1997
David M. Kirr
___________________ Director ________ __, 1997
Scott S. Broughton
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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)
July 9, 1997
Meridian Insurance Group, Inc.
2955 North Meridian Street
P. O. Box 1980
Indianapolis, IN 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_______________________
Tibor D. Klopfer
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 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 immediately become
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:______________________________
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"
__________________________________
Spencer A. Broughton
__________________________________
Social Security Number
Address: ___________________
___________________
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:
_____________________________
_____________________________
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Registration
Statement on Form S-8 of Meridian Insurance Group, Inc. of
our report, dated February 26, 1997, on our audits of the
consolidated financial statements and financial statement
schedules of Meridian Insurance Group, Inc. as of December
31, 1996, and 1995 and for each of the three years in the
period ended December 31, 1996, which report is included in
the Annual Report on Form 10-K.
Coopers & Lybrand L. L. P.
Indianapolis, Indiana
July 9, 1997
