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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Meridian Insurance Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
589644-10-3
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
A 13G was previously filed December 27, 1996 and amended February
18, 1997 with respect to the subject securities, 677,100 shares of
the Common Stock of Meridian Insurance Group, Inc., by Union
Automobile Insurance Company ("UAIC"). This Amendment represents
a joint filing of Direct Auto Insurance Company (formerly "UAIC"),
American Union Financial Corporation ("AUFC"), American Union Life
Insurance Company, Direct Auto Indemnity Company (formerly "Prairie
State Farmers Insurance Company") Gregory M. Shepard and Tracy M.
Shepard, individuals who may be deemed to have controlled AUFC at
the time of the initial filing and at present.
SCHEDULE 13G
CUSIP No. 589644-10-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Union Financial Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
677,100
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
677,100
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
12 TYPE OF REPORTING PERSON*
HC
SCHEDULE 13G
CUSIP No. 589644-10-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory M. Shepard
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
677,100
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
677,100
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
12 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13G
CUSIP No. 589644-10-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tracy M. Shepard
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
677,100
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
677,100
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
12 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13G
CUSIP No. 589644-10-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Direct Auto Insurance Company
(formerly "Union Automobile Insurance Company")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
677,100
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
677,100
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
12 TYPE OF REPORTING PERSON*
IC
CO
SCHEDULE 13G
CUSIP No. 589644-10-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Union Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
387,100
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
387,100
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.71%
12 TYPE OF REPORTING PERSON*
IC
CO
SCHEDULE 13G
CUSIP No. 589644-10-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Direct Auto Indemnity Company
(formerly "Prairie State Farmers Insurance Company")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
290,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
290,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.28%
12 TYPE OF REPORTING PERSON*
IC
CO
Item 1(a). Name of Issuer: Meridian Insurance Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2955 North Meridian Street, Indianapolis, IN 46206
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office:
Item 2(c). Citizenship:
This statement is filed jointly by the following persons
(collectively, the "Reporting Persons"):
Gregory M. Shepard
c/o American Union Financial Corporation
303 East Washington Street
Bloomington, IL 61701
(United States Citizen)
Tracy M. Shepard
c/o American Union Financial Corporation
303 East Washington Street
Bloomington, IL 61701
(United States Citizen)
American Union Financial Corporation
303 East Washington Street
Bloomington, IL 61701
(Illinois corporation)
Direct Auto Insurance Company
(formerly "Union Automobile Insurance Company")
303 East Washington Street
Bloomington, IL 61701
(Illinois corporation)
American Union Life Insurance Company
303 East Washington Street
Bloomington, IL 61701
(Illinois corporation)
Direct Auto Indemnity Company
(formerly "Prairie State Farmers Insurance Company")
303 East Washington Street
Bloomington, IL 61701
(Illinois corporation)
Item 2(d). Title of Class of Securities: Common Stock, no par value
Item 2(e). CUSIP Number: 589644-10-3
Item 3. Type of Person:
(a) [ ] Broker or Dealer registered under Section 15 of the Act:
Not applicable.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act:
Not applicable.
(c) [X] Insurance Company as defined in Section 3(a)(19) of the
Act:
Union Automobile Insurance Company
American Union Life Insurance Company
Direct Auto Indemnity Company
(formerly "Prairie State Farmers Insurance Company")
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act:
Not applicable.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940:
Not applicable.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund:
Not applicable.
(g) [X] Parent Holding Company, in accordance with
Rule 13d-1(b)(1)(ii)(G):
Gregory M. Shepard and Tracy M. Shepard (individuals who may be
deemed to control American Union Financial Corporation)
American Union Financial Corporation
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H):
Not applicable.
Item 4. Ownership:
As of December 30, 1996, the Reporting Persons beneficially owned
in the aggregate more than 5 percent of the outstanding Common
Stock of Meridian Insurance Group, Inc. The beneficial ownership
of the subject securities is as follows:
Gregory M. Shepard
(a) Amount Beneficially Owned: 677,100 shares of Common Stock (1)
(b) Percent of Class: 9.99% of Common Stock.**
(c) Number of shares as to which person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 677,100 shares of
Common Stock
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
677,100 shares of Common Stock
Tracy M. Shepard
(a) Amount Beneficially Owned: 677,100 shares of Common Stock (1)
(b) Percent of Class: 9.99% of Common Stock.**
(c) Number of shares as to which person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 677,100 shares of
Common Stock
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
677,100 shares of Common Stock.
American Union Financial Corporation
(a) Amount Beneficially Owned: 677,100 shares of Common Stock (1)
(b) Percent of Class: 9.99% of Common Stock.**
(c) Number of shares as to which person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 677,100 shares of
Common Stock
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
677,100 shares of Common Stock.
Direct Auto Insurance Company
(formerly "Union Automobile Insurance Company")
(a) Amount Beneficially Owned: 677,100 shares of Common Stock (1)
(b) Percent of Class: 9.99% of Common Stock.**
(c) Number of shares as to which person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 677,100 shares of
Common Stock
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
677,100 shares of Common Stock.
American Union Life Insurance Company
(a) Amount Beneficially Owned: 387,100 shares of Common Stock (1)
(b) Percent of Class: 5.71%
(c) Number of shares to which person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 387,100 shares of
Common Stock
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
387,100 shares of Common Stock.
Direct Auto Indemnity Company
(formerly "Prairie State Farmers Insurance Company")
(a) Amount Beneficially Owned: 290,000 shares of Common Stock (1)
(b) Percent of Class: 4.28 %
(c) Number of shares to which person has:
(i) sole power to direct the vote: 0
(ii) shared power to vote or direct the vote: 290,000 shares of
Common Stock
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
290,000 shares of Common Stock.
** Percentages based on 6,779,375 shares of the Issuer's Common
Stock outstanding as of September 30, 1996 according to the
Issuer's report on Form 10-Q for the quarter ended September 30,
1996.
- ----------------
(1) Gregory M. Shepard and Tracy M. Shepard each own 50 percent,
and collectively own 100 percent, of the common stock of American
Union Financial Corporation ("AUFC"), an Illinois corporation.
Neither Gregory M. Shepard nor Tracy M. Shepard directly owns any
of the outstanding shares of Meridian Insurance Group, Inc. AUFC
owns 100 percent of the capital stock of Direct Auto Insurance
Company (formerly "Union Automobile Insurance Company"), an
Illinois corporation ("Direct Auto Insurance"). Direct Auto
Insurance owns 100 percent of the capital stock of American Union
Life Insurance Company an Illinois corporation ("AULIC") and Direct
Auto Indemnity Company (formerely "Prairie State Farmers Insurance
Company") an Illinois corporation ("Direct Auto Indemnity"). AULIC
and Direct Auto Indemnity own directly 387,100 and 290,000 shares
respectively of the Common Stock of the Issuer.
Item 5. Ownership of Five Percent or less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
No person other than the Reporting Persons is known to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities covered by
this statement.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
See Item 3(c) and Exhibit A.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
a purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated this 2nd day of April, 1997.
/s/ GREGORY M. SHEPARD
- -----------------------------
Gregory M. Shepard
/s/ TRACY M. SHEPARD
- -----------------------------
Tracy M. Shepard
AMERICAN UNION FINANCIAL CORPORATION
By: /s/ GREGORY M. SHEPARD
- -----------------------------
Gregory M. Shepard, President
DIRECT AUTO INSURANCE COMPANY
(formerly "Union Automobile Insurance Company")
By: /s/ GREGORY M. SHEPARD
- -----------------------------
Gregory M. Shepard, President
AMERICAN UNION LIFE INSURANCE COMPANY
By: /s/ GREGORY M. SHEPARD
- -----------------------------
Gregory M. Shepard, President
DIRECT AUTO INDEMNITY COMPANY
(formerly "Prairie State Farmers Insurance Company")
By: /s/ GREGORY M. SHEPARD
- -----------------------------
Gregory M. Shepard, President
Exhibit A
RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY
Parent Holding Company:
American Union Financial Corporation
Gregory M. Shepard (individual who may be deemed to control
American Union Financial Corporation)
Tracy M. Shepard (individual who may be deemed to control American
Union Financial Corporation)
Relevant Subsidiaries Which Are Insurance Companies as Defined in
Section 3(a)(19) of the Act:
Direct Auto Insurance Company
(formerly "Union Automobile Insurance Company")
American Union Life Insurance Company
Direct Auto Indemnity Company
(formerly "Prairie State Farmers Insurance Company")
